The Pale Alicorn
by TheChronicler42
Summary: I looked, and there before me was a pale alicorn. Its name was Death, and Tartarus followed him.
1. Foreword

_Dear Reader,_

This is the account of the tale of the Pale Alicorn, and the Hellfire Saint who rode at his heels, who heralded the coming of [REDACTED] and the Great Unweaving. The tale begins in a humble corner of the Equestrian Multiverse Cluster. This is a story of dark pasts, bloody vows, forbidden magic, and broken souls. This is a tale of vengeance - of will powerful enough to transcend the Grave. This is a legend of Treachery, Cruelty, Despair, Greed, Betrayal, and Enmity. This is a legend of ancient justice.

This is a chronicle of the End of Harmony.

You have been warned.

\- _The Chronicler_


	2. Chapter 1: Arrival

Chapter One

Arrival

* * *

As Celestia's great yellow disk drifted below the horizon as a warm summer night descended upon the magical land of Equestria. Darkness spread over the rolling grasslands, lush forests, and sparse mountains like a blanket while lights flickered throughout the towns, cities, and heavens. The night sky slowly opened the multitude of eyes that filled its canvas like a grand painting, washing the land in a dim, silver light. Finally, a sliver of light peeked its head out from below the horizon to the east. It gradually aroused itself from its daytime slumber and dragged itself from the safety of the hills and mountains and drifted into the sky, forming the centerpiece of the artful mosaic as a silent and vigilant guardian of the night. It pierced the darkness and its terrors with a gentle luminescence.

The visage of a horned equine brooded defiantly on the Night Guardian's face.

A quaint hamlet was nestled snuggly in the rolling hills beneath the distant shadow of Canterlot Mountain, where a great citadel stretched into the heavens like a beacon of benevolent security and hope. The sides of the village opposing the distant castle were flanked by forest. Crickets, owls, night birds, and other nocturnal creatures beckoned the night with a peaceful symphony. The western woods were calm and serene beneath the moonlight, but the forest at the village's southern border was dark and foreboding. Thick shadows clung to the gnarled and thorned trees like a ghostly mist. An eerie silence suffocated the air.

The village proper, however, was all but silent. Paper and glass lanterns filled with wax and oil candles alike were strung between the buildings with long stretches of string and rope. An eight-spoked solar burst was emblazoned across the lanterns. The symbol adorned various banners that were scattered throughout the town. Many buildings were simple hobbles with thatched roofs and paneled windows. They were darkened and abandoned, yielding their light and occupants to the cacophony of merriment that filled the center of the town. Steamy fresh baked goods packed the stalls of the square and filled the air with their intoxicating aromas. Music from fiddles, flugelhorns, and other instruments intermingled with the scents, complementing the festive atmosphere like spices on a butter-lathered baked potato,

A massive tree towered over the other buildings on the far side of the square. Glass portholes dotted the trunk below the lowest branches. Bark and branches formed an upper balcony above the square while several roots constructed the staircase that lead to the wooden door. A red sign hung above the doorframe with the words _Golden Oaks Library_ written in beautiful yellow calligraphy. The door was propped open with a small rock, allowing the pulsating tide of stomach-churning bass to spill out into the streets. Streamers, balloons, and tables of assorted sweets lined the walls.

The party guests and villagers trotted about with enormous grins and eyes the size of dinner plates. Hooves clopped against the ground as they meandered about the tree, the square, and everywhere in between. Their fur coats varied like snowflakes, ranging from dull greys, blacks, and whites, to vibrant neon hues and bright pastels. Long tails swished in excitement. Many of the equines were adorned with ribbed horns on their foreheads or feathered wings on their backs that matched their coat colors. Two such ponies sat on the steps of the tree-library as they watched the chaos of crowd.

"Some party, huh AJ?" said the first. The cyan mare sat on her haunches with her wings tucked snugly against her barrel. She had a lean athletic build with cords of sleek, defined muscles beneath the bright blue coat. A rainbow mane spilled down her shoulders like a waterfall of pure color. Sharp magenta eyes glanced at her companion.

"Ah reckon' so, sugarcube," replied the second. A faded brown Stetson rested on her head while a long golden mane flowed down her sunburnt orange coat. Her mane and tail were bound by small red bands that kept the thick locks in check. The mare's legs and flanks were lean and chiseled, like cast iron beneath soft felt. Vibrant emerald eyes and a warm smile met the gaze of the Pegasus.

"So whatcha think of the new unicorn? What was her name? … Twilight something?"

"She seems alright, Ah suppose," she said between a bite of an apple fritter. "Fer ah Canterlot pony, that is. Seems like an honest mare. A bit odd, but a good heart from what Ah can tell."

"Hmph…" the rainbow-maned Pegasus grunted. "I guess… She seemed kinda bossy though. She comes into town, tellin' everypony what to do like she owns the place! Who does she think she is?"

"Welp, she _is_ the mare in charge of getting' the ceremony for the Princess ready. It's kinda her job to tell everypony what to do. She was real friendly-like with us though. Ya shoulda seen her, Rainbow. Most ponies can't stomach a full helpin' of Apple Family hospitality, but that gal toughed her way through the whole reunion. Never seen a non-Apple eat that many apple products…"

Rainbow Dash harrumphed. "Maybe you caught her in a good mood…"

Applejack drilled her friend with her emerald gaze before jabbing her in the ribs with a hoof. "She caught ya nappin', didn't she?"

"… That's irrelevant…"

Applejack snickered. "Don't worry, Rainbow. She's probably just stressed. Ah would be too if Ah had to deal with something like this." She waved her hoof towards the churning crowd.+

"Where is she, anyway? I haven't seen her since she chugged that whole bottle of hot sauce…"

"Can't say fer sure…" Applejack shrugged.

"Hey, AJ…" Rainbow poked her friend in the ribs. "Maybe she's up in her room having a private party." She waggled her eyebrows.

Applejack's jaw clattered onto the ground. "Rainbow! Don't you go startin' rumors like that! That gal's got 'nough on her plate as it is!"

"I was just kiddin', AJ. Geez…" she snickered and rolled her eyes at the Stetson-wearing pony.

"Ya better be…" Applejack harrumphed. "Ah would think ya'd be the last pony to be goin' 'round tellin' stuff 'bout other ponies. Don't ya remember what ya told me 'bout what happened during Flight Camp?"

Rainbow Dash narrowed her eyes onto her hooves. "Yeah… I know."

Applejack nodded. A warm smile curled up on her muzzle. "Don'cha worry 'bout a thing, sugarcube. Jus' give her a chance. Ah'm sure you'll think she's right dandy by tomorrow night! Now if you'll pardon me, I hear another slice of apple pie callin' mah name!"

The orange earth pony jumped up to her hooves and trotted into the tree-library. Rainbow Dash smirked before following her trail.

* * *

The festivities continued all through the night beneath the scornful gaze of the Mare in the Moon. As the hour of dawn approached, the residents of the village trickled toward a large, stone building in the square, opposite of the tree-library. Marble and granite masonry formed the Greco-Romane pillars that stood in the entryway. The ponies filed into a large chamber. Grandiose banners depicting the sigil of the solar burst hung from the walls and ceiling. At the far side of the room was a large balcony flanked by two banners. A wooden stand filled with an assortment of colorful birds was erected to the left of the balcony where a butter-yellow Pegasus hid behind a long pink mane. Suddenly, a bright light engulfed a portion of the balcony. A gray mare with a pair of horn-rimmed glasses and a mane tied in a tight bun stood in the center of the light. She addressed the ponies of the auditorium from her perch.

Meanwhile, high above the moonlit land, amidst the star-speckled sky, the Mare in the Moon sneered at the peaceful village. Four twinkling stars that patrolled the dark void adjacent to the moon flared brightly like a fire consuming a helping of oil. They drew closer to the great ghostly white sphere where the Mare seemed to cackle in anticipation. The stars flared once more like four strategically place bonfires.

The Mare in the Moon vanished in a flash of silver light.

A duet of dark ominous laughter followed by terrified screams rose from the town.

* * *

While an ancient evil terrorized the small pony township, the gloomy sky was all but dormant. Unnoticed by all except the most studious and observant, a shimmering blue light radiated from behind the edge of the now-faceless moon. It flared brightly with an azure fiery glow. The light launched across the sky from behind the moon like a comet. Streaks of crimson, orange, and a scorching yellow danced within the blue tail that stretched behind the object. A low thunderous roar reverberated from the object as it screamed through the atmosphere like a flaming banshee flailing its spectral limbs across a congregation of storm clouds.

The heavenly object tumbled across the sky towards the dark forest south of the town. It collided into the earth with a deafening cacophony that was muffled by the forest. Several long moments passed before the dense sea of smoke and displaced earth settled to the ground. An equally deafening silence proceeded. Small bonfires dotted the long gash in the earth that led to a large crater. A wide circle of fallen trees and foliage surrounded the crater like a morbid blooming flower, or the aftermath of an unfortunate yet inevitable end to a domino sculpture. Massive stones and fractured boulders, torn from their deep underworldly slumbers, lay strewn along the perimeter of the crater. Streaks of glowing hot glass speckled the landscape.

A dark writhing mass of corporeal shadows churned at the bottom of the crater.

Two ghostly blue eyes, brimming with a dark malice and terrifying intelligence, materialized in the darkness.

A deep amused chortle echoed through the clearing.

 _Interesting…_


	3. Chapter 2: A Shadow On the Heels on Harm

Chapter Two

A Shadow on the Heels of Harmony

* * *

The shadow churned and writhed as the pair of glowing azure orbs scanned the interior of the crater. Molten slag cooled and blackened into slick slabs of obsidian and other glassy formations. Massive stones, ejected from the lower sediment layers, were scattered along the lip of the basin. Bonfires burned where vegetation was not blown away or vaporized by the devastating impact.

After a moment of observation, the pool of shadows slithered away from the bowels of the crater and scaled the wall like a serpent or an ascending blanket of thick fog. Tendrils of billowy shadows, like long fingers of ethereal smoke, curled over the stone where light feared to penetrate - like a lamb trembling at a wolf's den. The unblinking, cold, blue eyes followed the living darkness as it emerged from its temporary prison.

" _You have risen, my lord."_

The eyes glanced indifferently to the coiling darkness at their side, where a second pair of eyes materialized from the shadows. They were deep crimson, like freshly spilled blood, and bore a manic and barely restrained excitement that contrasted the cold calculating aura of the former. Thin wisps of red danced along the eyes like vaporous tears of blood.

" _My strength lies dormant, but I rise like the ashes of a phoenix.."_ He replied. " _It will take time for my power to return. We must be wary, for though our entrance was upstaged by the return of the Nightmare – it was still…_ theatrical. _No doubt someone took notice."_

The azure being scanned the clearing, peering through the trees with its penetrating gaze, before turning to its companion.

" _I have a task for you, my most loyal servant. Descend into the forest and discern if any civilization resides in the vicinity. Also, if possible, discover the whereabouts of the Nightmare. We must take her presence into account, regarding our most immediate plans."_

" _Your will is my own, my liege,"_ responded the crimson one. A mass of the living darkness severed from the whole and darted into the trees like a silent predator.

The superior shadow narrowed his gaze upon the dark light-speckled sky. A silver radiance drifted over the land, covering all except the living shadow in its calming aura. The moon's surface was clean and bare – void of the formerly ever-present looming glare of the Mare in the Moon – aside from the few craters that dotted its surface.

 _Still the same stars,_ he thought to himself. _When the initial phases are complete, I must take a moment to observe them for omens._

After taking a brief inventory of the constellations, the shadow pivoted his focus onto the forest. The trees were either flattened or burnt into charcoal for the length of a bowshot. Beyond the devastation, the forest was just recovering from the initial shock of the heavenly bombardment. Ravenous growls and sibilant hisses emanated from the tree line. A chorus of curious hoots and irate caws mingled with the white noise of the rekindled insect orchestra.

" _My lord?"_

The blue-eyed shadow glanced to his side to find his companion flattened against the ground. Its silhouette was vaguely bipedal, but lacked the appropriate limbs to be classified as such. Two long gangly arms adorned with dagger-like claws hung loosely from its hunched form. The maw of the shadow creature opened in a demented grin, revealing a row of long, curved teeth.

" _Report."_ He responded coldly.

" _There is a small village to the north, where it appears that the Nightmare made her grand entrance. Now it seems that six of the villagers have ventured into the forest to defeat her."_

" _Interesting… Perhaps we should accompany them on their heroic quest."_

" _Oh! Most certainly, my lord! Perchance, afterwards, could I play with them?"_

" _For the moment – no,"_ the blue-eyed shadow growled. " _I would prefer to keep disembowelments to a minimum, since we have only been here for a few_ minutes _. Also, they may prove to be valuable assets. It would be wise to leave them unspoiled for now. Go maul a bunny or two if you cannot contain your violent sociopathic tendencies. Furthermore, while you are off_ indulging _, feel free to do something productive and explore the surrounding region in my stead."_

" _Yes, my liege,"_ it replied, sneering its incorporeal mouth impossibly wide. " _Your will be done."_

The crimson-eyed shadow departed once more, leaving its superior alone. After taking a moment to ponder the stability of its underling, the living darkness shifted and curled like thick smog as it made its deliberate trek across the clearing and into the trees.

* * *

The shadow slithered through the underbrush like a serpent as it sniffed out its prey. A corporeal darkness drifted through the forest in its wake, smothering the woods in an icy blanket of perturbed silence. Two unblinking ghostly blue eyes narrowed coldly in the direction from which several voices drifted through the trees. The Living Shadow crawled along the forest floor as it sifted through the bushes – mimicking the natural shadows of the unnatural forest.

Moments later, the eyes materialized within the dark hollow of a decrepit tree. From its hidden vantage point, the Living Shadow focused its gaze onto the path. Curiosity glimmered in the featureless blue orbs as they beheld the six equine mares that trotted the narrow trail through the forest.

A lavender coated unicorn strode at the head of the herd. Her mane was colored a dark blue with a stripe of bright violet running down the right side of her bangs – which were divided by a spiraled horn that protruded from her forehead. The mare's tail bore a matching color scheme as her mane. A purple six-pointed star adorned her right flank. Five smaller white stars surrounded the large purple star in a synchronized pattern. Her bright intelligent eyes scanned the path as she trotted with a nervous yet purposeful gait.

An alabaster white unicorn followed behind her lavender counterpart. Her snowy coat resonated with a meticulously maintained sheen that paired strategically with a long flowing purple mane that bounced lightly with each step. The unicorn's tail was curled in a spring-like spiral. Long black synthetic eyelashes clung to eyes that were dilated by either the thick darkness that hung from the night – or the raw dread that dripped from the aforementioned darkness. Three cut sapphires decorated her flank.

A sturdy mare with a burnt orange coat trailed behind the unicorn. Sharp green eyes glanced suspiciously at the bushes from beneath a dusty brown Stetson. Her lips curved downward in a stony grimace as cords of iron-like muscle coiled in anticipation within her legs. The mare's long, full, blonde mane and tail were bound by red twine. A trio of red apples flexed atop her hip.

A butter yellow Pegasus trembled behind the orange mare. Her eyes, dilated firmly by barely restrained terror, were partially covered by a long, soft, pink mane. The mare's ears were flattened against her skull while her knees quaked. Two yellow feathered wings twitched at her sides. Three open-winged pink butterflies peeked out from beneath her right wing.

The fifth pony trotted with a light bounce in her step. Her mane was pink and fluffy, like cotton candy, and her coat was an even brighter pink. A small content smile was painted on her muzzle – eerily indifferent to the disturbed atmosphere of the dark forest – as she hummed a quiet tune. Her flank was adorned with the image of three party balloons.

The pale blue eyes rested upon the final member of the entourage. Her cyan coat contrasted the foreboding scenery as much as the rest of the herd of flamboyant technicolor. Two blue feathered wings pressed snugly against her sleek muscled form as a mane of prismatic rainbow cascaded over her shoulders. A subtle yet powerful strength was buried beneath her sleek build and the rainbow lightning bolt on her flank. Magenta eyes glanced discreetly over her shoulder.

 _Two unicorns, two pegasi, and two earth ponies walk into a forest…_ The Shadow thought to itself. … _Sounds like the start to a bad joke._

"S-so…" stammered the lavender unicorn. "N-none of you… have been in here before?"

"Ugh. Heavens, no!" replied the white unicorn as she gestured to the treeline with a hoof. "Just look at it – it's dreadful!"

"And in ain't natural…" said the orange mare, glancing back to her other three companions. "Folk say it don't work the same as Equestria."

As they spoke, the herd of ponies made their way along a narrow path. A high rock wall flanked them on their left while a hundred foot drop sneered perilously at them from the right. The Living Shadow glanced down into the ravine where a cloud of smoke drifted along the rock face. Numerous flickers of light danced along its surface as the body of smoke dissipated and seeped into the cracks along the chasm's wall.

 _Ahh…_ There _she is._

"What's that supposed to mean?" the lavender mare asked cautiously.

"Noooopooony knoooows~." The rainbow-maned pegasus fluttered in front of the white unicorn, yellow pegasus, and pink earth pony, crouching low to the ground as she approached like a mountain lion ready to pounce. "You know why?"

"Rainbow, quit it!" the orange mare snapped sternly.

"'Cause everypony that's ever comes in…" she slinked closer to the three other mares, eyes narrowed with a mischievous smirk on her muzzle. "Has. Never. Come. _Out!_ " Rainbow Dash barked as she flared her wings.

 _Crack!_

The Shadow watched in mild amusement as the rock suddenly split and sundered beneath the mares' hooves, causing the cliff to collapse into the gorge below. Boulders and dirt tumbled into the ravine – carrying two unicorns and two earth ponies in their wake.

"Fluttershy, quick!" Rainbow Dash shouted as she darted after her grounded companions in a blur of cyan and prismatic hues.

"Ohmygoodness! Ohmygoodness!" The yellow Pegasus panicked.

The unicorns and earth ponies slid down the incline as the pegasi dove. Rainbow Dash gritted her teeth as she plucked the pink mare free from the ground while Fluttershy zipped passed toward the white unicorn. She gripped the mare's tail in her teeth and backpedaled with her wings. Meanwhile, the orange Stetson-wearing pony took matters into her own hooves and caught a large root in her jaw – halting her descent. The lavender unicorn dangled precariously off the edge of the incline over a dizzyingly high drop.

"Hang on!" cried the orange mare as she released her grip and slid down towards the unicorn. "I'm-a-comin'!" The Shadow watched in fascination from its perch as the two ponies intertwined their forehooves.

"Applejack!" the unicorn looked up at her companion pleadingly. "What do I do?!"

The orange earth pony, Applejack, glanced at the ground before meeting the unicorn's gaze with a warm smile. "Let go," she replied calmly.

The Shadow raised a metaphorical eyebrow.

"What?!" the unicorn's eyes widened to dinner plates and looked at Applejack as if she'd grown a second head. "Are you _crazy?!_ "

Applejack shook her head. "No I ain't. I _promise_ you'll be safe."

"That's not true!"

"Now listen here." Applejack narrowed her eyes and grimaced. "What I'm sayin' to you is the _honest_ truth. Let go, and you'll be safe."

The unicorn met Applejack's gaze with watery eyes and a pleading pout, but was returned with a reassuring smile. A moment passed between them before she closed her eyes and released a resigned sigh. She freed her grip from Applejack's forehooves and, with a scream, slipped off the ledge and into the unknown. Seconds crawled like hours for the unicorn as she fell to her painful and messy demise – only for her to halt her rapid descent by two sets of hooves wrapping around her barrel. The mare glanced to her sides where a barely winded Rainbow Dash and a struggling Fluttershy hovered beside her.

"Sorry, girls," Fluttershy apologized softly as they drifted toward the ground. "I'm not used to holding anything more than a bunny or two."

Applejack landed beside them a moment later and gave the pegasi a friendly nod before trotting over to the unicorn. She sat on her haunches and placed a hoof on the fetlock of the frazzled unicorn.

"Ya okay there, Twilight?"

"How…" the unicorn, Twilight, began as she met Applejack's gaze. "How did you know…? You saw them, didn't you? That's why you told me to let go – because you knew they would catch me."

"Eeyup!" Applejack nodded triumphantly before helping Twilight to her hooves. "Ah knew you'd be jus' fine an' dandy. Ah wouldn't have let ya go unless Ah knew you'd be in safe hooves."

"Why didn't you just tell me they would catch me?" she glared.

"'Cause, sugarcube, I couldn't hold onto ya fer long with the way we was danglin'. If'n Ah took the time to tell ya the full plan, we would've _both_ been tumblin' down that there cliff! Ah needed ya to trust me, and ya did. An Apple's word is their bond, an' Ah would never leave a friend hangin'! … No pun intended."

The Shadow contemplated what it witnessed as the herd of ponies descended further into the depths of the forest. _Applejack_ , the orange mare, showed remarkable integrity and honesty. She calmed and reassured Twilight when she could have simply saved herself or dropped her into the arms of her saviors.

A distant roar interrupted the Shadow's thoughts and piqued its interest. The oblivious ponies continued to blunder into the forest like a band of school fillies on a field trip or nature hike. Cold blue eyes shifted curiously as the Shadow discreetly followed from the veil of the dark underbrush.

* * *

"And once Pinkie and Rarity were saved… _WHOOSH!_ Me and Fluttershy loop-de-looped around and _WHAM!_ " Rainbow Dash exclaimed as she barrel-rolled over Twilight. She landed at her side with a self-gratifying grin. "Caught you right in the nick of time!"

"Yes, Rainbow, I was there…" Twilight sighed and rolled her eyes in exasperation. "… and I'm _very_ grateful, but we gotta-"

 _Whomp!_

Twilight was interrupted as a massive shadow loomed over her and the five mares. Her gaze was met with two blood-red eyes that burned straight through her own and into her skull. The creature towered above the ponies on four furred paws with two great leathery wings expanded into the forest canopy. A thick brown mane surrounded its feline maw and cascaded down its broad shoulders. It was opened in a vicious predatory snarl – exposing a full set of glistening canines. Golden yellow fur bristled like cactus needles as a long tail, covered by dark chitin and adorned with a menacing stinger, twitched erratically.

"A manticore!" Twilight gasped with the elegance of a gazelle trapped in the gaze of a lion.

The manticore narrowed its eyes, rose to its hind legs, bared its teeth and claws, and pierced the night with a soul-shuddering roar.

The ponies trembled in terror in the presence of the predator before Twilight shook herself from her stupor. "We've gotta get past it…" she affirmed, narrowing her eyes in determination.

As soon as she uttered her statement, the manticore lowered into a crouch and leaped across the clearing in a single pounce. Rarity instinctively reared back and barely dodged a swipe by a paw the size of her barrel. She pivoted and bucked the manticore in the maw with her back hooves. Rarity smirked triumphantly as the beast flinched and draped a paw over its reddening snout.

"Take that, you ruffian!" she taunted. The manticore glared furiously at Rarity before erupting in a deafening roar. Her mane was tousled by the beast's rapid exhale and coated in a shower of spittle as she fell on her haunches.

She blinked in horror.

" _My hair!_ " Rarity wailed as she galloped away.

The manticore charged after Rarity before four hooves landed atop its back. It glanced up to see Applejack standing proudly atop its posterior. Growling in annoyance, it futilely swiped at the pony with a forepaw. Applejack maneuvered across the beast's barrel [barrel seems like an odd word. I know what you mean but it's distracting.] as it swerved its head, tail, and slashed with its claws.

" _Wait!"_

Suddenly, the manticore _coiled_ and extended like a spring - sending its imposed rider flying into the underbrush.

 _She is strong - agile - but no match for the king of this jungle. For all her raw physical strength and speed, she lacks the mental focus for precision and a decisive blow. Striking against her honor and instigating anger could prove her downfall. Perhaps the rainbow-maned one will put up a better fight._

The manticore snarled as Rainbow Dash charged with her magenta eyes narrowed in determination. It slashed with its claws, only for her to nimbly swoop out of their path. She banked hard and whipped around the manticore. Rainbow flew faster and faster as it tried to track her movements and swipe at her like an annoying insect. A cyclone of prismatic colors formed around the manticore as a gale surged through the clearing – knocking up dust and dried leaves into the maelstrom. The manticore's ears flushed with its skull as it spun its head back and forth across the wall of kaleidoscopic light. Eyes darted in growing panic. Fur bristled to needles. An armored tail lashed out at the cyclone.

"GAH!" Rainbow Dash cried as she was clotheslined by the offending limb and sent tumbling through the air.

"Rainbow!" Twilight gasped as the pegasus skidded across the ground and landed in a convoluted heap.

 _Too bullheaded._ the Shadow thought to itself. _Much like the other one, Applejack, this_ Rainbow _is strong and bears a near awe-inspiring agility. She has good fighting instincts, attempting to disorient the manticore, but her pride could be a weakness._

"Ugh… I'm alright." Rainbow Dash groaned as she untangled her limbs and got onto her hooves. "Let's get this bucker!" she snarled.

Twilight blinked at the sudden language and nodded. Five ponies – two unicorns, one pegasus, and two earth ponies – faced off against the fuming manticore. Twilight scratched the dirt with her hoof and snorted. The ponies reared back as one and galloped in a charge against the wild beast.

"WAAAAIIIT!" Fluttershy cried – now standing between the manticore and her companions. They slid to a halt and blinked in surprise.

"…Huh?" Applejack gracefully articulated their thoughts.

Fluttershy, much to the dismay of the flabbergasted ponies, cautiously approached the manticore with a warm smile. It snarled and lifted a paw in preparation to strike. The ponies closed their eyes in fearful anticipation.

" _Shh… Shh… It's okay…"_ Fluttershy spoke softly as she approached the beast. It looked down at her, bestial fury dissipated, and blinked in confusion. She sniffed the manticore's paw and looked up reassuringly. The manticore paused and tentatively opened the appendage. A large thorn protruded from the swelled pad.

"Oh!" Fluttershy gasped. "You poor little baby…"

"… Little?" Rainbow quirked an eyebrow.

"Now this'll hurt for _juuuust_ a second…" Fluttershy cooed softly as she gently gripped the base of the thorn in her teeth. She tugged the offending piece of foliage free with a dull pop. The manticore tore its paw free and unleashed a thunderous roar as it pounced on the bite-sized Pegasus.

"FLUTTERSHY!" The mares screamed in alarm.

"Heeheehee… Ohhh, you're just a little ol' baby kitty, arenchoo?" Fluttershy cooed to the manticore, which was now cradling her in its paws and lapping at her affectionately with its long sandpaper-like tongue. The other ponies gawked at the display as the tamed beast purred.

The mares hesitatingly trotted past the odd pair and continued down the path. Fluttershy strode beside Twilight a moment later. Her pink mane was disheveled and extended upward in a long glistening swirl.

"How did you know about the thorn?" Twilight asked as she kept her eyes trained away from the odd hairstyle.

"I didn't." she replied with a smile as she trotted passed. "Sometimes… we all just need a little kindness…"

 _Kindness…_

Meanwhile, the Living Shadow had observed the confrontation, battle, and taming of the monstrous carnivore that had been reduced to a purring kitten. It had observed their movements and studied them down to the minuscule _twitch_ of their tails, the perspiration on their coats, and the glint of fear that darkened their eyes. The Shadow saw the untamable fire that burned in the magenta eyes of the cyan pegasus, the unshakeable pride in those of the Stetson-wearing orange pony, and the elegance that the white unicorn _resonated_ with [this is an awkward phrase.] even in the bowels of the wilderness and fighting for her life. There was the ferocious predatory manticore that emanated raw, predatory, animalistic fury. It was a carnivore. It was Nature. It was _Death_.

Then there was the meekly yellow pegasus – who tamed the beast with soft eyes and a warm smile.

The Shadow was intrigued.

The Shadow was _infuriated._

Kindness was a mask. Kindness was a mask to hide demeaning pity or treacherous motives. Kindness was a mask to hide scars of suffering and sorrow – scars that should be ripped open and set ablaze as fiery rage and dark hatred against the perpetrators of said suffering. Kindness was _weakness_. It was the first step to betrayal and a cloaked dagger thrust into a steady beating heart.

The Shadow moved on - attracted by a distant scent of rising fear further into the forest.

No one would ever see the thick layer of frost that coated the clearing.

No one would ever heed the patch of blackened dead earth at its center.

* * *

"Ewhwhwhww…" Rarity shuddered. "My eyes need a rest from all this icky muck!"

It was then that the Living Shadow settled in the canopy like a thick cloud, shrouding the dense forest from the stars and casting it into further darkness. The shadows of the trees distorted in the absence of light.

"Well I didn't mean that literally…" Rarity huffed.

"That ancient ruin could be right in front of our faces and we wouldn't even know it!" Twilight groaned.

"Gah!" Rainbow grunted.

"I didn't see you there dear, my apologies."

 _Squelsh._

"Oops…" Applejack stopped and lifted a forehoof. "Ah think Ah stepped in somethin'…"

Fluttershy released a shrill screech that reverberated through the darkness.

"Calm down, sugarcube. It's just mud." Applejack rolled her eyes as she clopped forward – only to slam muzzle-first into a tree.

Applejack looked up to behold a massive titan of gnarled bark. Thorny branches reached out to her like long taloned hands as two beady knotted eyes glared into her soul. A low growl rumbled from a mouth filled with razor sharp teeth dripping in blood. She mirrored Fluttershy's scream and backpedaled – only to run into another monstrous abomination of vegetation. The ponies scattered, confronted on all sides. They were surrounded. Teeth. Thorns. Claws. Eyes. Death. [Good paragraph!]

The Living Shadow watched with amusement as the ponies panicked at mere shadows – shadows laced with subtle illusion magic, but shadows nonetheless. It idly wondered if this mischief was part of _her_ agenda. Was she stalling them? Toying with them? Attempting to drive them into madness? Perhaps she was –

 _Wait… Where is the pink one?_

"Heeheehaha… Hahaha! Hehahahe _snort_ haha! Bleh! Bloolululululu! Hahahaha!" Pinkie giggled on the ground as she made faces at one of the _horrific_ trees.

"Pinkie!" Twilight cried. "What are you doing?! Run!"

Pinkie glanced back at the five cowering mares "Oh, girls, don't you see?" she grinned innocently.

"When I was a little filly and the sun was going dooown~!"

 _Wait… Is that… music?_

"Tell me she's not…" Twilight blinked as a mysterious melody of strings and tambourines materialized in the air.

"The darkness and the shadows – they would always make me frooown~…"

"She is…" Rarity sighed as Pinkie bounced around them as if the ground was a giant trampoline.

"I'd hide under my pillow

From what I thought I saw!

But Granny Pie said that wasn't the way

To deal with fears at aaalll!"

"Then what is?" Rainbow Dash quirked an eyebrow when Pinkie materialized at her side.

"She said, 'Pinkie, you gotta stand up tall

Learn to face your feeears~

You'll see that they can't hurt you

Just laugh and make them disappeeeaaar~.'"

Pinkie bounced up beside one of the deformed trees and grinned smugly. "Ha. Ha. Ha." At once, the clawed thorns, hungry eyes, and evil fang-filled pony-eating maw _vanished_ in a puff of cotton-candy pink smoke – to be replaced by an unremarkable tree of bark, leaves, and acorns.

The ponies gasped.

 _What sorcery is this?!_

"So giggle at the ghostly!

Guffaw at the grossly!

Crack up at the creepy!

Whoop it up at the weepy!

…"

The Shadow could only stare in bewildered shock as the illusion was further broken and shattered to pieces after each stanza of the reality-warping song. It could feel the panic and terror being washed away like sludge in a river as each pony joined in with the laughter. They continued along the path – unhindered by forest's attempt to thwart their progress.

A silent moment passed through the dark forest as the Shadow contemplated what it just witnessed.

 _They are… mere children._

Mere children, frightened of the dark, trekked through the veiled forest for an unknown quest. They were brimmed with innocence – unknowing of hate or pain or death. The shadow could see the purity that sparkled on the surface – but also their naivety. They knew nothing of death, and thus knew nothing of life. Perhaps it would show them what true ghostly horror looked like… A horror that could not be laughed away.

The shadow slithered through the forest of inconspicuous trees, leaving shriveled black husks in its wake and crumbled leaves that disintegrated into ash upon the ground.

The Living Shadow continued to haunt the herd of ponies as they giggled and frolicked through the suffocating dark forest until their path was barred by river frothing with rage. Its waters ravaged the sandy coastline like a host of claws and teeth – ready to ensnare any foolish enough to brave its depths.

"How're we gonna cross _this_!" Pinkie stamped her hoof.

Any reply was cut off as the echo of a despairing wail reached the ponies. Twilight adorned a puzzled frown as she led the group into the bushes further upstream. When they emerged, they beheld an enormous scaly tail of deep purple that thrashed violently in the river – churning the waters. Two gaunt arms stretched out from the creature's upper torso and held its serpentine head as it cried in anguish. A mane of golden yellow cascaded down its neck while a lonely half of a handle-bar mustache adorned his upper lip. Tears fell from the monster's eyes like buckets of water into the river.

The ponies cautiously emerged from the bushes and approached the coastline near the serpent.

"What a world! What. A. _World_!" the serpent sobbed.

"Excuse me, sir." Twilight hesitantly announced her presence. "Why are you crying?"

The serpent paused its weeping and thrashing and looked at the small group of ponies. "Well, I don't know…" he flourished with his hand. "I was just _sitting_ here, minding my _own_ business, when this _tacky_ little cloud of purple smoked _whisked_ past me and _tore_ half of my beloved moustache clean _off_! … and now I look simply _horrid_!" he continued to wail as he dramatically collapsed into the river – sending a wave of water crashing down upon the ponies.

"Give me a break…" Rainbow squinted through her waterlogged mane.

" _That's_ what all the fuss is about?" Applejack huffed.

"Why of _course_ it is!" Rarity glared at them as she approached the serpent. "How can you be _so_ insensitive?! Oh, just look at him… Such lovely luminescent scales…"

The Shadow groaned internally as Rarity continued to preen the flamboyant sea serpent - complimenting every aspect of its appearance, which was _horrifically ruined_ by its freshly cropped mustache. As she applauded the beast, the Shadow idly wondered who or _what_ the serpent could be trying to impress far out in the wilderness - and where could it get a _manicure_ anyway?

"I simply cannot let such a crime against fabulosity go _uncorrected_!" Rarity narrowed her eyes as she reached out and plucked a scale from the serpent's hide.

"What did you do that for?!" he yelped.

"Rarity, what are you—" Twilight was interrupted as Rarity brandished the sharp purple scale and brought it down in an arc.

 _Shhing!_

The ponies gasped as the serpent collapsed with a dramatic moan.

The Shadow raised a metaphorical eyebrow the second time that night.

Rarity dropped the scale onto the ground with a clatter before lifting the freshly cut curled end of her tail with a silvery aura of telekinetic magic. She levitated it over to the shaved end of the serpent's face, which was covered with his hands, and fused her tail to the cropped end. The purple shifted into a majestic burnt orange with a facial twitch and she exhaled a sigh of relief.

"Oh-hohohoho!" the serpent beamed as he twirled the new extension. "My moustache! How _wonderful!_ "

"You look smashing!" Rarity beamed with pride.

"Oh, Rarity…" Twilight eyed the cropped stub on Rarity's flank with a frown. "Your beautiful tail…"

"Oh… It's fine, dear. Short tails are in this season. Besides…" she paused, grimacing, "… it'll grow back."

"So would the mustache…" Rainbow whispered into Twilight's ear.

Twilight threw Rarity a skeptical glance before returning her gaze to the river, which had soothed with the temperament of the serpent. "Look! We can cross now!" she said as she trotted into the water.

"Oh, alloooow me!" the serpent flourished as he lifted his tail above the water, forming a bridge for the ponies. They trotted across the appendage and reached the opposite shore of the now pristine and calm-flowing river.

 _Generosity…_

The Living Shadow mulled over the latest development. Like kindness, generosity was merely another mask of the greedy. Generosity begot debt. Debt begot chains. Chains begot _whips_. It was just the next step on the shrouded road to betrayal.

Clumps of ice materialized on the water as the Shadow sailed across the river. The milky-white eyes and rotting scales of buoyant fish drifted to the surface as the silhouettes of two great wings formed against the solidifying liquid. Two ghostly blue orbs peered through the trees as they tracked the herd of ponies through the forest.

* * *

Twilight led the ponies through the forest with Pinkie prancing merrily at her rear. She was followed by Applejack, Rarity, and the two pegasi as they emerged from the line of trees. They released a collective gasp as the skeletal remains of a massive castle stood before them. Thick fog lapped at the decrepit walls and flowed outward over the landscape like a sluggish tide.

"There it is!" Twilight beamed as she galloped forward. "The ruin that holds The Elements of Harmony. We made it!"

"Twilight, wait for us!" Applejack called out to the rapidly accelerating unicorn.

"We're almost the—Ahh!" Twilight gaped at the fog-shrouded chasm that now attempted to devour her like a Tartarus-spawned demon. Her forehooves dangled perilously from the rock wall where they futilely tried to find footing. Thick menacing fog churned in the bowels of the bottomless abyss.

Twilight was yanked backward and onto her haunches. She glanced behind her to reveal Rainbow Dash spitting out the end of her lavender tail.

"What's with you and falling off cliffs today?" she grinned innocently.

Twilight huffed and flattened her ears in response.

"Hmph, now what?!" Pinkie whined as the rest of the ponies approached the edge of the chasm. The ruins of a rotting bridge dangled below them like a frozen waterfall of wood and rope.

"Duhh…" Rainbow smirked as she launched into the air with a flick of her wings.

"Oh yeah…"

Rainbow Dash swooped into the fog and emerged with the matching end of the intact bridge clamped in her teeth. She landed on the opposite side of the gorge and tightened the rope with a twang. The Living Shadow, from its vantage point, saw Rainbow abruptly glance at her side and drop the rope. She reared back and bucked at an unseen assailant with her forehooves. A moment later, three figures emerged from the smoke. They were pegasi clad in dark purple and black flightsuits that circled Rainbow Dash like three wolves.

"Rainbow, what's taking so long?" Twilight called out from their side of the gorge, and gasped when she saw the three dark pegasi. "Oh no… Rainbow! Don't listen to them!"

One of the pegasi glared menacingly at Twilight, and a brief flash of light illuminated their eyes. The fog broiled and closed the four of them off, muffling Twilight's warning.

"W-w-what's wrong, Twilight?" Fluttershy stuttered.

"Girls, I think we're in trouble." Twilight's eyes widened in panic.

"What'ya mean?" Applejack asked.

"The rockslide and the manticore… The trees… The serpent's mustache…" she stamped her hoof as she counted. "I think Nightmare Moon might be onto us, and she has been stalling us since the start. I thought I felt something following us, but I wasn't sure. At least, until now… Three ponies just approached Rainbow Dash when she went over there, and I could _feel_ the dark magic radiating off of them. I think they might have been Nightmare in disguise – likely some sort of body displacement illusion."

 _Clever pony…_ The Shadow thought. _I should give you a medal for your brilliant detective skills._

"Oh dear!" Rarity lifted a hoof to her muzzle. "Do you think she's alright?"

"I don't know, but I think—" she was cut off by a flutter of wings washing away the fog, revealing Rainbow Dash posing triumphantly atop a restored bridge.

"Yay, Rainbow!" Pinkie threw her hooves into the air. "You didn't join the dark side! It's okay, they don't really have cookies… and the cake is a lie!"

Rainbow paused and gave Pinkie a questioning look before turning a smug smile towards Twilight. "See? I'd never leave my friends hangin'."

"What did those dastardly ponies want, though?" Rarity cocked her head.

"Who, the Shadowbolts?" Rainbow raised an eyebrow. "Something about them being the best competitive flying team in the Everfree Forest, and wanting me to join them. But I had stuff to do, and had to turn them down."

"Rainbow…" Twilight said calmly. "I don't think they were the ' _Shadowbolts_ '. I don't even think there is such a thing… Think about it, have you ever _heard_ of any flying competitions in the Everfree? Is there anypony that _lives_ in the Everfree to make a competitive league? Who else, besides us, would be in the Everfree Forest right now near the Castle of the Royal Pony Sisters?"

"Weeelll…" Pinkie brought a hoof to her lip. "There _is_ that one scary zebra. I even wrote a song about her!"

"You mean…" a look of dawning realization fell on Rainbow's face.

"We have to be careful, girls," Twilight said as she tested the first plank on the bridge. "We have to assume that _she's_ onto us. No splitting up. We might very well be Equestria's only hope at seeing another sunrise."

And so the ponies somberly crossed the bridge that led to the ruined castle, which stood as a foreboding titan against the night sky and amidst the trees that formed a natural barricade of thorns and sinister shadows.

The Living Shadow followed.

Two hundred dark red eyes of a hundred oily black crows watched, unblinking and in eerie silence, as the ponies and Living Shadow approached the ancient castle.

"Ugh… Almost. Got it. There!" Applejack grunted as the large wooden doors lumbered open with a stubborn groan.

The six ponies trotted into the foyer of the castle. Thick layers of dust and moss coated the weathered stone bricks that covered the floor of the roofless antechamber. Pieces of broken pillars were strewn about the floor – toppled by the endless siege of both time and the elements. An enormous sculpture dominated the center of the room. It was a wide pillar with several platforms protruding from the sides like tree branches. Stone spheres sat upon the daises, draped under blankets of vines and moss like slumbering foals.

"Whoa…" Applejack gawked. "Come on, Twilight. Isn't this what you've been waitin' for?"

"The Elements of Harmony, we've found them!" Twilight beamed as Rainbow Dash and Fluttershy proceeded to remove the spheres from the display and set them before her. "Careful… _Careful_ …"

"One, two, three, four," Pinkie counted. "Uh, there's only five!"

"Where's the sixth?" Rainbow crossed her hooves over her barrel.

"The book said…" Twilight recalled as she sat on her haunches. "That 'when the five are present, a spark will cause the sixth Element to be revealed'."

"What the hay is that supposed to mean?" Applejack grimaced.

"I'm not sure, but I have an idea." She replied as her horn illuminated with a violet aura. "Stand back… I don't know what will happen."

"Come on, y'all… She needs to concentrate." Applejack said to the other four as she retreated to the far side of the room.

Twilight channeled magical energy into the dormant stones as two azure eyes watched from the concealment of a far-off shadow. A darkness suddenly fell over the foyer. It was accompanied by a powerful gale that sent the dust and leaves into a fierce whirlwind. Maniacal laughter echoed through the wind and darkness. The whirlwind focused in the center of the room around the lifeless Elements – lifting them into the air and away from Twilight.

"Twilight, watch out!" Rainbow launched into the air and dove towards her friend.

"The Elements!" Twilight gasped and leaped into the vortex.

The vortex vanished in a flash of light as Rainbow Dash skid to a halt.

"Twilight!" the ponies cried in unison. They scrambled over each other as they darted around the room in vain search for the unicorn.

"Look, over there!" Rarity pointed at the window towards a tower on the opposite side of the courtyard, where light flashed through the cracks and holes of the walls.

* * *

Pain lashed through Twilight's skull and gut as the displaced sensation of teleportation dissipated. Twilight coughed away the dust and groaned. She clambered to her hooves, opened her eyes, and gasped.

A tall equine figure, black as the void, stood but thirty yards from the lowly unicorn. She towered above Twilight in both height and terrible graceful beauty. Long slender legs, adorned with metallic shin guards, stood confidently atop a platform. Slick, oily black wings spread out over the chamber and casted a suffocating shadow over the room. A spear-like horn, several times the length of Twilight's own, protruded from a helmet that encompassed the mare's head. Two demonic eyes with slitted pupils glared at her with pure murderous malice and revulsion while a fang-filled muzzle was spread in a devilish sneer. Her mane billowed with the awesome energy of the cosmos as it flowed in an unseen maelstrom. The magical cloud-like mane stretched out from her head and carried the latent Elements of Harmony like trophies of war.

Nightmare Moon cackled.

Twilight narrowed her eyes and set her jaw. Equestria was depending on her. _Celestia_ was depending on her. Applejack, Fluttershy, Pinkie Pie, Rarity, Rainbow Dash… _Spike_ … They were _all_ depending on her. She stamped her hooves and snorted as her mind filled through the dozens of spells and hundreds of lessons she'd learned throughout her life like a catalog.

"You're kidding…" Nightmare Moon raised an eyebrow at the unicorn's sudden spike of grit. "You're kidding… Right?"

With a final snort of determination, Twilight ignited her horn and charged the fallen alicorn. Nightmare Moon grit her razor sharp teeth and snarled as she met the charge. Both equines lowered their horns. Both horns burned with magical fire – one an arcane lavender, and the other with searing white deific fury. Both sets of hooves hit the cobblestone with unyielding resolve – one echoed with a light _clippity-clop_ , the other _shook_ the tower and cracked the tile with every step.

Just when Twilight could see the primal fire that burned in Nightmare's dragon-like eyes, she dove to the side and landed in a roll. Dozens of stone tiles came up behind her, forming a curved shield that stood between her and the alicorn. Nightmare Moon slid to a halt, shattering the ground with her hooves, and aimed her horn at Twilight before releasing a blindingly bright beam of arcane energy. The stone shield glowed red, then white, as the tiles melted into sludge. They were quickly replaced by new tiles – causing the shield to become an ever-shifting mass of molten slag and cobble.

Nightmare Moon roared in fury as she reared back and bucked the shield with her diamond-hard hooves. It buckled beneath the force of the dark alicorn, causing Twilight to scream as spikes of agony were driven into her skull from the backlash. She slid backward and narrowly escaped decapitation by Nightmare's magical mane with a quick plane of hard-light shielding.

"Impressive spellwork for a common filly of some backwater village." Nightmare Moon sneered as Twilight recovered.

"Yeah, well…" she panted while wiping off a smear of blood from her muzzle. "Maybe I'm not some 'common filly of some backwater village'."

Twilight slammed her hoof onto the ground. A rune ignited in lavender fire across the limb. It shot down her leg and onto the tile where the runic inscription flashed brightly before erupting in a blinding flash. Nightmare Moon reeled back and snarled as her eyes adjusted to the rapid changes in light. When her eyes stopped watering, Twilight was gone.

"Clever pony…" she snarled and whipped her head around the room. "But do you think simple illusions would wor—Aghh!" Nightmare was cut off as a blue fireball snapped at her flank.

"Don't you think I would know that?" Twilight said from the opposite side of the room, where she eyed Nightmare warily. "You are, after all, _Mistress of the Night_. It would only be natural that illusion and concealment magic would have no effect on you."

" **Insolent child!** " Nightmare thundered. The building shuddered at her voice.

Nightmare Moon launched herself at the unicorn, moving in a blur near incomprehensible to the pony eye. Twilight dove to the left while erecting a slanted shield. The alicorn's horn scraped against the shield – sending white and lavender sparks raining down onto the floor. Her eyes flashed with godly fury as several bolts of arcane lightning lashed out at Twilight from Nightmare's mane. Several magnetized energy plates materialized around Twilight and absorbed the lightning spears.

 _I need to figure out some way to get to the Elements…_ she thought to herself.

Twilight lifted another shifting barrier of cobblestone between her and Nightmare's next onslaught. The unicorn and alicorn traded several blows. Nightmare assaulted her with raw power and unnatural speed, and Twilight matched her with cunning and calculating precision. Star fire and unshackled waves of dark energy poured down upon her with divine wrath as stone boiled and shields sundered. Twilight's breath became more ragged and her knees wobbled beneath the unceasing blows.

 _I'm starting run out of stone to recycle…_ she thought between pants. _If only the tiles would stop melting… Wait, that's it!_

Twilight ignited her horn with new vigor, sending bright flares in all directions. Nightmare Moon snarled and lashed out at the flares with her mane, expecting an attack, only for Twilight to leap away and aim her horn at the ground beneath Nightmare moon.

"Hu-what?!" Nightmare Moon stared in confusion as the floor turned to sludge. She sunk to her knees before the ground solidified. " **How dare you!"** she boomed. " **I am** _ **Nightmare Moon,**_ **God-Empress of Equestria and Mistress of the Night! Who are you to stand against** _ **ME?!**_ "

Twilight grimaced as her horn glowed once more. She vanished with a flash of light and a _pop_ only to appear in the center of the platform where Nightmare Moon once stood – in the midst of the Elements of Harmony. She shook her head and groaned from the vertigo before narrowing her eyes at Nightmare Moon.

"My name is Twilight Sparkle," she said triumphantly as she pointed her glowing horn at the dormant Elements. "… and as a citizen of Equestria, and personal student of _Princess Celestia,_ it is my duty to end your reign of terror before it can begin!"

Nightmare Moon's eyes widened in horror as the Elements of Harmony were wrapped in Twilight's magical aura. She roared in fury as her body dematerialized into a maelstrom of cosmic energy and shot across the chamber. The tempest ripped through the air and landed beside the Elements.

 _Just one spark._ Twilight silently pleaded. _Come on. Come one. Ah!_

Terror passed over Nightmare Moon's face while victorious elation passed over Twilight's as the Elements were engulfed in a white light and levitated into the air. The light intensified and a low hum filled the air and then…

Nothing.

The light faded. The Elements dropped the ground with a thud.

Twilight and Nightmare's faces made a gradual switch.

"But…" Twilight stammered, "… Where is the sixth element?!"

"Heehehehehe…" Nightmare began a slow cackle as she reared. A maniacal sneer spread across her muzzle before she brought her hooves onto the ground – shattering the Elements of Harmony. "Hehehehahahah… Haahaahahahaha! You little _foal!_ Thinking you could defeat _me?! ME! The Mistress of the Night!_ Now you will never see your pathetic upstart of a _whorse_ princess, or your precious sun, ever again! Or perhaps I should _reunite_ teacher and student by imprisoning both of you in the sun, and then **the night will last** _ **forever! MUEHAHAHAHAHA!"**_

Twilight backpedaled from the hysterical tyrant and could only stare in shock at the shattered remains of her last hope for saving Equestria and her beloved Princess. Tears filled her eyes as despair gripped her breaking heart. Suddenly, the shadow over her soul was lifted as several familiar voices reached her ears from the nearby stairs.

Revelation ignited in Twilight's eyes as a brown Stetson emerged from the doorway, followed by the five other mares.

"You think you can destroy the Elements of Harmony just like that?" Twilight silenced the dark goddess as she climbed to her hooves. "Well, you're wrong… because the spirits of the Elements of Harmony are _right here!"_

"What?!" Nightmare Moon stared in confusion as Twilight was surrounded by the other mares.

"Applejack, who reassured me when I was in doubt, represents the spirit of honesty!"

"Aww, shucks, Twilight." Applejack tipped her hat.

"Fluttershy, who tamed the manticore with her compassion, represents the spirit of kindness!"

"Oh, umm… I do? Umm, okay…" the yellow pegasus zipped behind Rainbow Dash. "I-i-if you want me to, that is…"

"Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of laughter!" Pinkie replied with an impossibly wide grin and a wave of her hoof.

"Rarity, who calmed a sorrowful serpent with a meaningful gift represents the spirit of... generosity!"

"Oh, pish posh, darling." Rarity waved her hoof dismissively. "It was nothing!"

"And Rainbow Dash, who could not abandon her friends for her own heart's desire represents the spirit of... loyalty!"

"You know you guys couldn't get along without me." She wore a smug grin.

"You still don't have the sixth Element!" Nightmare grit her teeth. "The spark didn't work!"

"But it did!" Twilight retorted. "A different kind of spark. I felt it the very moment I realized how happy I was to hear them, to see them, how much I cared about them. The spark ignited inside me when I realized that they all... are my friends! You see, Nightmare Moon, when those Elements are ignited by the... the spark, that resides in the heart of us all, it creates the sixth element: the element of... magic!"

As one, the fragments of the Elements of Harmony were illuminated with a chromatic light as they hovered beside their respective bearers. The shards slammed together and solidified – forming five radiant golden necklaces that clung to the necks of Applejack, Fluttershy, Pinkie Pie, Rarity, and Rainbow Dash. They shone with all colors of the rainbow. Finally, a flash of light appeared above Twilight. A golden tiara adorned with a purple star materialized upon her brow.

The colors of each Element raged like fire from their jewels as they concentrated above Twilight's tiara like a chromatic maelstrom of cosmic energy. She opened her eyes and they illuminated pure white like two windows into the soul of the universe – exposing its life-force and raw primal Power in a plane of existence that had not seen its majesty in a thousand years.

"Noo! Noo!" Nightmare Moon cried in both terror and agony as the Power of Harmony enveloped her being. "NOOOO!"

* * *

The Shadow had retreated a safe distance when the Elements activated, and had returned to find the ponies stirring from unconsciousness.

"Ugh, my head…" Rainbow groaned.

"Everypony okay?" Applejack inquired as she stood.

" _OH!_ Thank goodness!" Rarity beamed as she presented her newly repaired tail. It bounced lightly as she swayed it back and forth.

"Why Rarity," Fluttershy crossed one hoof over the other, "it's so lovely…"

"I know!" Rarity replied while nuzzling her tail. "I'll never part with it again!"

"Nooo, I mean your necklace." Fluttershy corrected. "It looks just like your cutie mark."

"What?" Rarity gawked at the new accessory that hung from her neck. It was a golden necklace with a large diamond-shaped sapphire at the center. " _Ooooooh_ … Well, so does yours!"

Fluttershy gasped and looked at her own necklace, which was emblazoned with a pink butterfly.

"Look at mine! Look at mine!" Pinkie jumped between them, showing off her balloon-shaped gem.

"Awww yeah!" Rainbow puffed out her chest, drawing attention to the red lightning bolt that rested on her neck.

"Gee, Twilight," Applejack mused while inspecting her apple-shaped gem. "I thought yah were just spoutin' a lot of hooey, but Ah reckon we really _do_ represent the elements of friendship."

" _ **Indeed you do.**_ "

A warm light sprung from the windows and flooded the room. The ponies peered through the window to see a brilliant yellow orb ascend from the east and bathe the land in its soothing golden aura. Its radiance chased away the stars and transformed the sky from a perilous blackness to a stunning bright blue. The light in the room strengthened to a near blinding white as it coalesced and solidified.

A tall equine figure stood before the six ponies. Her coat was white as the freshest snowcaps and nearly shone like the sun that illuminated behind her. Two great white wings spread out from her back like billowing clouds while a chromatic mane of pastel colors cascaded down her head and flowed upon the unseen solar winds. Her long white horn glistened like a regal scepter. Periwinkle eyes gazed down upon the ponies as they fell into a bow. A warm motherly smile spread across her muzzle.

"Princess Celestia!" Twilight gasped as she galloped to the white alicorn.

"Twilight Sparkle, my faithful student." Celestia nuzzled her affectionately. "I knew you could do it."

"But…" Twilight looked up at her with confusion. "You told me it was all an old pony's tale."

Celestia adorned a knowing look. "I told you that you needed to make some friends – nothing more." She said before gazing out the window towards a castle on a distant mountain. "I saw the signs of Nightmare Moon's return and I knew it was _you_ who had the magic inside to defeat her, but you could not unleash it until you let true friendship into your heart."

"And now there's only one order of business to attend to…" Twilight's eyes softened.

"Yes…" Celestia looked away from the ponies. "… there is."

The ponies followed Celestia's gaze and noticed the docile and shivering form of a small blue alicorn for the first time. She was little bigger than Twilight and bore the temperament of Fluttershy with half of her midnight blue mane covering her face and her one exposed eye watering with childlike fear. She whimpered and curled into a fetal position as Celestia and Twilight approached.

"It's an honor to finally meet you, Princess Luna." Twilight spoke softly.

"It has been a thousand years since I've seen you like this…" Celestia's neutral grimace gradually switched to a warm smile. "It's time to put our differences aside. We were meant to rule together, little sister – as two diarchs keeping the Balance, with neither overshadowing the other."

"C-celestia…?" Luna muttered softly as her eyes focused on her older sister. "Is… Is it really you?"

"Sister?!" the ponies gawked at the revelation while Twilight wore a knowing grin.

"Yes, it is really me, Luna." Celestia sat on her haunches and met Luna in the eye.

Luna hesitantly drew closer as a single tear fell down her cheek. "Does that mean… The Nightmare… Is it… over?"

"Yes, Luna." Celestia smiled warmly as she placed a hoof on Luna's fetlock. "It's over… You're free. You're safe now."

A trace of a smile graced Luna's face as the tears fell in full force. She dove into Celestia's embrace and wept as a white wing enveloped her like a warm blanket. "I'm… I'm so _sorry_ , Tia." Luna sobbed. "I never wanted it to happen that way… All those ponies who suffered because of my… my… _tantrum_. Will you please forgive me?"

"I forgive you, Lulu." Celestia replied softly, tears streaming down her own face. "And I am sorry as well - for neglecting you all those years ago."

 _SSSNNNNOOORRRTT!_

Pinkie Pie blew heavily into a handkerchief as she bawled uncontrollably at the tender moment. She stopped suddenly and replaced her frown with a massive anticipatory grin. "Hey, do you know what this calls for?! … A PARTY!"

"I quite agree." Celestia snickered. "Pinkie Pie, was it? Very well, let us depart from this ruin. My sister has much to catch up on in the centuries she's been away."

Princess Celestia craned her head high and illuminated her horn. The room was bathed in a bright light. When it dissipated, she, Luna, and the six Bearers were gone.

* * *

 _Honesty…_

 _Kindness…_

A corporeal shadow descended upon the tower, smothering all light in a suffocating blanket of despair.

 _Laughter…_

 _Generosity…_

The tower groaned as a layer of frost materialized across the floor and walls. Sheets of ice crawled across the ground and sucked away all traces of comforting warmth – replacing it with cold debilitating sorrow.

 _Loyalty…_

 _ **Friendship.**_

Masks. Falsehoods. Tools of deception and greed. _Honesty_ was merely an instrument of building trust – a false trust built upon a foundation of half-truths that were what your words created them to be. _Kindness_ was a mask to hide treachery and to leave one vulnerable to a poisoned dagger. _Laughter_ was the sound that accompanied mockery and disdain. _Generosity_ was a façade that drew attention away from the accumulation of debt to fuel the fire of greed. _Loyalty_ … Loyalty was ever-shifting and flexible – able to be diverted, switched, and justified to another cause at a moment's notice. Loyalty was a _lie._

 _Friendship. Is. A._ _ **Lie.**_

Two ghostly blue eyes manifested in the darkness. They resonated with fiery rage, dark hatred, cold sorrow, and endless suffering. The living darkness clung to the eyes like a lifeline as it churned and solidified like sludge. It formed a tall equine figure with long gaunt legs and slick black wings that spread out several feet from either side of its emaciated barrel. A horn, black as obsidian, slid out from a bony forehead and ignited with an eerie blue flame. When the shadow finally coagulated, the darkness dissipated to reveal a coat covered with red mangy sores. It was white as aged bone.

" _Nightgaunt,"_ the being spoke. Its voice spoke with a deep baritone and carried an aura of terrible malice and indomitable will. " _Come forth."_

A pillar of darkness and smoke immediately formed at the being's hooves. It sprouted long gangly arms that ended in razor sharp dagger-like claws. A round bulb solidified for a head where a sadistic bestial grin spread across its face. Several rows of teeth dripped with black sludge. Two fiery red eyes materialized above the mouth and seeped a crimson smoke like an endless stream of vaporous, bloody tears.

" _You called?"_ Nightgaunt's voice whispered like a breeze drifting through an abandoned graveyard.

"Their happiness, their contentment... their _friendship_..." As the Pale Alicorn spoke, his voice took on an ominous echo, as if immeasurable other voices joined with him. Outside, countless oily black birds gathered around the ruined castle and joined with their deafening and dark chorus of cawing. "It _sickens_ me. They cannot lie to me. I can see into the most secluded corners of their hearts, souls, and minds. Darkness lurks in _all_ beings – and _they_ are no exception. At their dark and rotten cores, they are all murderers, traitors, liars, and cut-throats. It is time they learned their potential. It is time that they learned that _no one_ is safe from the cruel curse that is Life. It is time that they learned the _peaceful_ and _liberating_ embrace of Death. Go forth, and collect souls for our crusade. We need laborers and foot soldiers if this ruin is to be our base of operation. Recruit those who would not be minded if absent for an extended length of time. I will descend into the nearby township and discover what I can of this time and place."

" _Your will be done,"_ Nightgaunt bowed low and flourished his hand. "… _Lord Deathweaver."_

* * *

Several hours earlier…

"It's almost time!"

Far away to the east of Ponyville and the Everfree Forest, near the coastal city of Fillydelphia, a lonely wagon was perched atop a hill in the middle of a wide grassy field. The rustling of papers and clunking of metal mimicked the flickering of candlelight that peered through the window drapes. It was a simple wooden wagon with midnight blue trim. A silver crescent moon overlapped with a magic wand was painted on the side.

The wagon's door abruptly burst open with an exhale of powdery blue smoke. Two doves darted out from the blackness and soared into the starry night sky. A set of four hooves emerged from the smoke, followed a pair of pleading violet eyes.

"Noooo!" the mare whined. "Come baahahack! Ugh! Stupid minotaur… ' _Fully trained_ ' my blue flank! What a load of manure… I bet they weren't even doves. Probably _pigeons_ or something."

She released an exasperated sigh and stepped down from the wagon. Her mane was a long silvery white that fell loosely down her shoulders like a mist. The mare's frame was slender and elegant, yet bore a sturdiness and a thin layer of dust that clung to her coat. A cerulean blue horn protruded from her hair and was illuminated in a faint glow. Several objects floated behind her, wrapped in a light blue aura, as she trotted into the grass.

"But no matter…" she said while placing a telescope and small table at her side. Several pieces of parchment, quills, and an ink well were placed gently on the table. "I can always go into town in the morning and pick up some more. Isn't that right, Rupert?"

A high pitched yapping replied to her as a small white and brown beagle nuzzled her foreleg. Its floppy ears swayed slightly as the vibrations of its tail shook its whole body. Rupert looked up at the blue unicorn with wide eyes filled with childlike wonder.

"Now then!" she adjusted the telescope with a telekinetic grip. "Let's see what we can find tonight…"

Beatrix craned her head and squinted her eye through the viewing hole of the telescope. The image of the Mare in the Moon gradually came into focus at the center of the instrument's lens with the stars twinkling merrily in the background.

"Pattern seems to be the same." Beatrix mused aloud as she scribbles notes on a piece of parchment. "Celestial paths suggest some sort of convergence. Judging by the acceleration, it should be happening…"

Her words were cut short as four stars surrounding the moon ignited with an unnatural intensity. They burned so brightly that Beatrix jumped back with a yelp and landed on her flank. Rupert barked and whined with worry, but he went unnoticed in preference to the events transpiring in the heavens.

She clambered to her hooves and gawked as the four stars converged behind the moon. The Mare in the Moon, the arrangement of craters that formed the image of a unicorn mare by happenstance, was illuminated with the same intense cosmic light. Then it vanished.

"… What?!" Beatrix shrieked as all her knowledge of astronomy failed her with an explanation. Another glint caught her sharp eye. She jumped to her hooves and darted to her telescope. Her magical grip refocused its gaze to just to the left of the moon where an azure light darted out from behind the celestial body.

"By Luna's starry mane…" Beatrix scribbled furiously as she charted the course of the meteorite. "By my calculations, Rupert, it looks like that strange meteor is going to land somewhere in the west about…"

She mumbled incomprehensibly as she rolled up her parchments and packed up her telescope. Beatrix galloped to her wagon and thrust the door open. The inside was cramped, yet organized for efficiency. Its walls were covered in shelves filled with various reference books, magical tomes, and arcane knickknacks while the ceiling was adorned with an assortment of star charts and diagrams. A combination of a dresser and vanity mirror sat in the corner with a pointed purple hat and cape resting on a hook. Tucked away in another corner was a simple wooden bed with a straw mattress.

Beatrix carefully stowed her telescope away before pulling a roll of paper out from behind one of the bookshelves. She rolled it out on the floor. It depicted the entirety of Equestria from the uncharted and vaguely sketched Frozen North to the equally accuracy-lacking Badlands – and from the west coast of Vanhoover to the bustling metropolis of Manehattan.

"… Two hundred miles away." She finished. "Right around the Everfree Forest."

"Well, Rupert." Beatrix looked at her beagle. "We just witnessed something extraordinary tonight, and if my hunch is correct, then that meteor will give us some answers on what happened. Come on, the sun should be rising soon. We best get started!"

"Next stop…" Beatrix illuminated her horn and her wagon began rolling at a steady pace toward the road. "… Ponyville!"


	4. Chapter 3: Restless Dreams

Grog dragged his paw across the sooty wall of the damp tunnel. He brought the appendage to his muzzle, sniffed it, and grimaced. It reeked of mildew, mold, and wet dog. _Better than rotting dog,_ he thought.

He trudged silently through the dark cave. His meaty paw gripped a large spiked mace and rested it against his shoulder. A crude iron helmet, more akin to a dented bucket, was strapped to his chin via a leather strap. Two dark auburn eyes peered through the helmet and attempted to pierce the thick darkness that surrounded Grog. The diamond dog grumbled, flared his nostrils, and pivoted his ears.

The scent of moist earth assaulted his nose, and the rhythmic echo of dripping water made his ear twitch. Darkness clung to him like mange. Grog grunted and followed the odor of the groundwater. It was just two hours ago when the newest portion of the burrows collapsed upon expanding into a patch of saturated soil. Now their gem shipments were going to be behind schedule – not that they weren't already behind as it was. Grog growled when his hind-paw sank ankle-deep into dark muck. He had a pup to feed, ancestors damn it! They couldn't afford any more delays and setbacks – especially now. His nostrils flared again as he reached the end of the tunnel. A higher dosage of wet dog smell invaded his nostrils as a cold furry something brushed against his foot.

Grog crouched in the dirt and reached for the furry something with a paw. It was as cold as it was three seconds prior, and still furry. He slowly groped the furry something with his paw and felt several clawed appendages attached to a longer cold furry something. This other furry something, which Grog's astounding intellect concluded was part of a _bigger_ furry something, was also quite soaked and protruded from a slanted wall of dirt that blocked Grog's path.

 _Ancestors damn it, Moon Moon…_ Grog growled. _Not you too…_

Grog rose to his feet and glared at the wall in front of him as if it had just offended his mother. They needed to commission a team to come down and survey the damage and find out where the river flowed. Then it would take a week to just dry out the tunnel and pull out any casualties. So many variables – so many hazards.

Grog sighed somberly before stamping his foot with a growl. They would persevere. They _always_ persevered. They were diamond dogs. Living under mountains and in the dark wet underground of Equestria was a hard life, but was _their_ life. The diamond dog scratched his back and made the slow trek back to the main chambers.

A gurgled howl stopped Grog in his tracks. He peered down an adjacent tunnel where several raised voices reached his ears. Grog hesitantly plodded down the passageway with a forepaw on his mace. The leather binding around the handle creaked under the pressure of his grip. The diamond dog craned his head around the corner and saw the silhouettes of four figures standing in the tunnel.

Three stood in a line facing away from Grog and toward the dim torchlight that illuminated the tunnel. The center diamond dog stood erect with his paws folded behind his back while the two outer diamond dogs were rigid and bore an apprehensive stance. Their ears were flattened against their skulls and their paws gripped their spears tightly and directed them at the fourth figure.

The fourth figure knelt on the ground with his paws up submissively. His ears were splayed back and in the mid light Grog could see the matted fur on his face. The air reeked with a coppery taste.

"No, no…" he stammered. "Wulfer is fine… Wulfer well. I just have a sore throat. No big deal… Grog? Grog!"

Grog's eyes widened when the three guards turned around to face him. He met the gaze of Wulfer. The dog's eyes were sunken in and almost ghostly. Spots of his fur were gone, exposing raw bloodied skin beneath. Grog tore his eyes away and met those of the center dog, whom he recognized as Rover – the pack Alpha.

Grog bowed his head in respect to the Alpha, and he gave Grog a nod in turn. Wulfer suddenly began hacking and heaving on the ground. Blood splattered the dirt as the guards took a reflexive step back and snarled.

"Grog…" Wulfer whimpered. "Tell them I'm fine… Tell them Wulfer is fine."

Grog could only close his eyes and look away from the whimpering dog.

Rover audibly sighed and gestured to his guards. "Take this poor mutt to quarantine."

The two guards grumbled before nudging Wulfer with the butts of their spears. Wulfer shakily rose to his feet and walked down the passage while muffling sobs and whimpers.

Grog watched the trio go down the passage before a firm paw rested on his shoulder. He turned his head to see Rover watching them with a sad expression. The Alpha let out a sigh before following them.

"Walk with me, Grog," he commanded. Grog obeyed wordlessly.

"What's your accident report?" Rover inquired as they walked.

"The passage collapsed about forty paces in." Grog began after a moment of silence. "It looks like the miners hit a stream. I confirmed at least one casualty."

"Damn it…" Rover growled. "That's the second one this month. They have no idea what they're doing… With all our best foremen and engineers on sick leave, accidents are starting to pile up."

"Any improvement?" Grog looked up at Rover hopefully.

"No…" Rover frowned. "We lost another one last night."

It was then that the duo stepped into a large chamber. Numerous dogs filled the room. Some lined the walls, armed with spear and shield. Others huddled together in bundles, passing around clay bowls of mush. Many dogs were without bowls, Grog bitterly noticed.

"When is the next shipment from Dimondia due?" Grog asked.

"Three days. We should hold out on food until then. Medicine, though?" Rover snarled. "Those pompous poodles that eat the scraps from King Fenrir's plate can't be bothered to care enough about us miners to send us adequate supplies. Let's see them feast and drink away their wealth when their mines are filled with _corpses_."

"There must be something we can do…"

"If…" Rover began. "If the King won't help us, then we may have to take what we need from the ponies."

Grog's eyes widened in shock at the prospect. Attacking the ponies was practically suicide. Were they really that desperate? He opened his mouth to object to the Alpha when he finally looked closely at his face. Rover's muzzle was twisted into a frown. Bags drooped beneath his eyes. He looked… tired. Grog knew that this plague was affecting all of them, but just then he realized that it was hitting Rover in a unique way. He was the Alpha, and the Alpha was responsible for the pack. The pack's failure was his own failure.

And the pack was full of the sick and dying.

Grog lowered his head and tightened the grip around his mace. His thoughts turned to his pup, who was a scant few meters away lapping up a few mouthfuls of his daily ration. His thoughts turned to his mate, who was busy tending to the dogs in the infirmary. His thoughts turned to his father, who was one of the first claimed by the sickness.

"Wait…" Rover growled as he reached to the sword on his waist. "Something's wrong… Do you feel th-"

An ear-splitting screech suddenly pierced the solemn air of the chamber as a frigid gale blew through the cavern. Several diamond dogs collapsed to their knees and wailed. They cradled their heads in their hands as blood seeped from their ears. The wind tore through the chamber, snuffing out torches and casting dust into their eyes.

Grog craned his head up and squinted his eyes toward a passage on the opposite end of the chamber. A ghastly aura of death and despair emanated from the darkness that gurgled from the tunnel like a thick black fog. Someone was shouting, whimpering, or wailing. He wasn't sure which - maybe all three. Grog could only focus on the raw dread that clung to the rapidly chilling air, the ghostly moan that left his legs quaking, and the predatory growl that rumbled from the dark fog that churned like an angry sea.

His throat tightened as three long gashes formed along the wall at the entrance to the tunnel. Grog's mutilated ears shivered at the sound of metal carving through stone and the rattle of heavy chains. The fog squirmed as the air was pierced with another demonic wail. A writhing mass of dark tendrils, smoke, and shadows shot out like murderous hands. Three diamond dogs fell with an explosion of gore and the splattering of blood. Entrails were spewed across the floor as a line of guards were shredded, flayed, and cleaved like butter against a glowing hot knife.

A diamond dog sailed through the air and into a crate like a toy tossed by an enraged child. Another was hoisted several feet in the air at an awkward angle. The smoke and smoldering shadows churned and solidified. Long arms and hands with clawed fingers materialized from the mass. A monstrous demonic face – like a mutilated and deformed manticore - formed from the smoke, revealing a sadistic grin filled with several rows of razor sharp teeth that sank deeply into the dog's neck. Glowing crimson eyes glared, unblinking, at Grog – even as a spear harmlessly sailed through its torso. The creature dropped its plaything with a wet squishy plop.

Grog could only soil his fur as the demon lunged at him, maw spread impossibly wide to swallow him whole.

Someone was screaming.

Grog realized, as he became impossibly cold, that it was him.

* * *

Twilight Sparkle pressed her muzzle deeper into her blanket. A rumbling snore betrayed her otherwise peaceful sleep. She laid on top of a hay mattress supported by a wooden frame. Her body was covered by a deep purple blanket that matched her furry coat. Numerous constellations dotted the dark fabric.

She was overjoyed when Princess Celestia granted her request to make her stay in Ponyville permanent. Twilight spent the day celebrating her new assignment and Princess Luna's return along with her new friends. It was past dusk when she returned to the Golden Oaks Library. Her nonstop activity for the past fifty-odd hours came back with a vengeance as she entered the guest room on the library's second floor, and she promptly fell asleep before her head hit her pillow.

The room was empty save for the two overnight saddle-bags sitting in the corner and the sparse pieces of furniture that called the guestroom home. A plain writing desk, a mostly empty bookshelf, an occupied bed, and a woven basket dotted the room. Deep snoring rumbled from a small curled form in the basket by the bed. Displaced moonlight shone through the single window and the leafy branches of the tree-house, illuminating the room in a broken dim silver light.

A bracing blanket of chilled air suddenly smothered the room. The shadows lounging on the floor and the walls stiffened, coiled, stretched, and sharpened while the tree groaned. Several of the darkest shadows slithered up the wall furthest from the bed like molasses. Two ghostly azure lights materialized amidst the shadows as two spectral two-dimensional wings spread across the wall.

The azure eyes casted an eldritch luminosity over the room. They narrowed upon Twilight as she shivered and wrapped herself tighter in her blanket. Deathweaver glanced at the basket, where purple and green scales shimmered in the light, before returning his attention to the unicorn. The silhouette of the Pale Alicorn coalesced and stretched away from the wall like inky black taffy. His wings melded with his torso and a black hoof landed on the floor with an eerie silence.

A dark figure stood at the foot of Twilight's bed. He was clad in a black trenchcoat that shrouded his body from his neck to his fetlocks. The ghostly glow of Deathweaver's eyes peered out from beneath the concealing shadow of a black fedora. He was as silent as the grave while the unicorn slept peacefully under his gaze.

 _Let us see what lurks within your soul, Twilight Sparkle._

Deathweaver's eyes blazed with a fierceness that engulfed the room, and all was black.

A magenta orb slowly materialized in the darkness. It hovered in the void like a dim purple star. The surface of the orb rippled and flowed like water or a thick gas. Movement stirred beneath the orb – obscured by the churning surface. Deathweaver's consciousness formed outside the sphere as a writhing mass of darkness.

 _'She is dreaming'_ he thought to himself. _'This will prove much easier.'_

A tendril of darkness slithered forward and brushed against the sphere, causing the surface to distort and part like fog. The tendril retreated and became sharp and rigid before sliding into the magenta miasma like a hypodermic needle and colliding with a solid wall. Deathweaver internally grimaced. He focused his consciousness upon the intruding tendril and injected himself through the new doorway.

The miasma gave way to another sphere. It was covered in thick square plates that rotated and shifted across its surface like a fast-paced rubik _sphere_. Deathweaver spread his consciousness over the clockwork and studied it from every angle. Every armor could be exploited – every lock picked. He slithered over the complex mechanical barrier as he observed the patterns of its rotating mechanisms. Then, with a blurred flash of movement, a tendril shot out and pierced a thin seam between two plates. The plates separated and the whole machine came to an abrupt grinding halt. Deathweaver twisted the tendril and a _click_ echoed through the mindscape. Several of the plates faded away into the void, revealing a square hole in the spherical mechanism.

Deathweaver grinned in satisfaction as he siphoned his consciousness through the hole.

A blinding light enveloped Deathweaver. If he weren't in the mindscape, he would have blinked at the sudden luminescence, but instead he asserted his mind upon the light and willed it to dim. It gave way to a long stone hallway lit by interspersed globes of white light. They were neither blinding nor dim, but cast a pleasant radiance upon the polished stonework. Deathweaver stood in the center of the hallway, in the form of the trenchcoated stallion, facing a pair of dark stained wooden doors. He slowly approached the door. The lights dimmed in the wake of his silent steps as they reacted to his foreign presence. His azure glowing eyes flashed with a modicum of will and the door clicked open with a creak.

The door revealed a large foyer covered in waxed marble tiles. Its floor was spotless and shone with a pristine gloss. Stone pillars, adorned with the carved images of solar disks, pressed against the walls. A wooden reception desk sat in the center of the room where an elderly unicorn mare with a gray mane and black horn-rimmed glasses shuffled through papers and books with a stamp held by a purple aura. She had a content smile on her face. Suddenly, she looked up and narrowed her gaze upon Deathweaver. Magenta eyes flared and her warm smile crumbled into a disapproving frown.

Deathweaver's eyes widened in surprise before his body dispersed in a cloud of shadows that clung to the walls. He wrapped several enchantments of concealment and subtlety around himself while his disassembled mind-puppet sunk deeper into the mindscape's shadows. Once he concealed himself, Deathweaver tugged on the psychic tether that led out of the mindscape and to his own body. He returned his attention to the receptionist after ensuring it was stable.

The receptionist scanned the area around the door for several seconds before returning to her cheerful demeanor. She levitated a book off a large stack, opened the cover, stamped the inside, and placed it on the opposite stack.

 _'Blasted…'_ Deathweaver glowered from his hiding spot. _'Construct guardians. It appears I underestimated this foal. She has trained her mental defenses far beyond most mortals. Nevertheless, I_ could _simply smash my way through her mindscape like it was glass, but that would alert her to my presence. This will require subtlety. I do not wish to reveal myself to these "Elements" just yet…'_

The splintered form of Deathweaver's construct shifted and coalesced into a single shadow on the wall. It was tall and predatory like a lion stalking through the savannah. Large wings spread out above its torso and a spear-like horn protruded from its forehead. The shadow ascended the wall with a flap of its two-dimensional wings and glided along the ceiling above the receptionist. Deathweaver studied the room in more detail from his vantage point. Several other hallways branched out from the foyer.

Deathweaver darted down the nearest corridor. The passageway flew passed him until he came to another room. Bookshelves filled with hefty volumes and bulky filing cabinets lined the walls and formed scores of aisles through the warehouse-sized chamber. Each of the isles wooden signs that were nailed to the ends of the shelves and declared their contents.

 _'Let's see…'_ Deathweaver's shadow drifted along the shelves. _'Grammar and Language… History and Lore… Mathematics and Science… Arcane Theory and Applications… Biographical Notes… My my, aren't_ you _the organized one. It certainly makes my job easier. Ah, here it is… Notable Figures.'_

The Pale Alicorn veered down the aisle and skimmed the numerous spines. Each shelf bore a single name. Conveniently, all of the names were in alphabetical order. Deathweaver stopped and focused on a single shelf. A barrage of images, emotions, and broken bits of conversations flashed before his eyes. He saw glimpses of a white stallion glad in golden armor sitting beside a purple filly. The stallion's mane was an electric blue and a bulwark shield adorned his flank. Admiration, nostalgia, and a fierce sororal love radiated from the memories.

 _'Interesting…'_ Deathweaver's stony face crumbled into a frown. _'Older brother. Shining Armor. Oh, and also the Captain of the Royal Guard? Could prove useful.'_

Deathweaver moved on to another shelf. This one was much larger than the others. The wood trim was expertly carved and the books were far more ornate and cared-for than the rest. Powerful emotions of unconditional love, unshakable and pristine admiration, and an almost motherly attachment surged from the near blinding image of a tall alicorn with a coat white as snow, a mane that shimmered like a rainbow interwoven with the dawning sun, and wings as big and white as clouds that yet held the power of a hurricane. A golden torc, regal crown, and shining shin plates adorned the image of _Princess Celestia de Solis_.

Deathweaver sneered mischievously as his mind was bombarded by rapid glimpses of Twilight's tutelage under the Solar Monarch. _'I wonder, Celestia, do you feel the same for your student? Or is she simply a pawn?'_

He drifted to another shelf, but the clang of metal against tile echoed through the mindscape. His shadowy form shot through the aisle like a bat out of Tartarus before stopping at the end. Deathweaver peered out from behind the shelf to see two clones of the white stallion stalking the halls with fierce determination in their eyes.

' _More constructs…'_ Deathweaver frowned in annoyance. _'I cannot stay for much longer.'_

Deathweaver slithered through the aisles like a serpent in the brush. The construct guardians continued to patrol the halls as they were drawn to the presence of the foreign entity. However, Deathweaver proved too elusive and more experienced in the mindscape. As he explored the numerous shelves, he added several more memories to his growing collection of Equestrian knowledge. He slowly expanded mental dossiers of nobles, celebrities, business-ponies, and constructed a map of the modern geo-politics.

Finally, Deathweaver slipped through a double door – narrowly missing another patrol. He allowed himself the luxury of a relieved sigh before turning his attention to the current room. Several more rows of shelves greeted his eyes. Foggy apparitions drifted here and there through the aisles. They were faceless shades that effortlessly faded into the background. Off to the side were several large pillows on the ground where a few shades congregated. One pillow, however, was occupied by a small purple filly with a dark lavender mane. Her muzzle was buried in a book that was practically as thick as her barrel. The filly's lavender eyes were wide and focused while a content innocent smile was plastered on her face.

"Gee, Twilight, I never knew reading could be so much fun!" a cheery voice echoed through the mindscape.

The filly Twilight looked up at one of the shades as color bled into them. Its greyish black was replaced with a vibrant pink. Two sparkling blue eyes and an impossibly cheerful smiled greeted Twilight's gaze.

"Yeah!" piped up a blue Pegasus filly with a rainbow mane. "The thaumaturgical properties of weather magic sure are awesome!"

One by one, each construct of Twilight's new friends gave their own positive opinion on whatever subject they were reading. Twilight beamed at the approval reflected upon herself. Deathweaver silently watched the scene from beside the door. A small frown drooped beneath the shadow of his fedora.

"Thanks, girls!" filly Twilight grinned. "I'm glad we could spend time together today! I was afraid you would think I was some sort of nerd or something…"

"Of course, darling." Rarity replied. "We're your friends! Friends _always_ enjoy doing things their friends like."

"Yeah, Twilight." Fluttershy softly agreed. "We're your friends. Friends don't think badly of other friends."

" _You poor, poor child."_ Deathweaver thought to himself. _"So ignorant. So naïve… It is time I depart, Element of Magic. Do not worry. I will return. You have far too much potential."_

Deathweaver gestured with his forehoof. A miasmic black orb materialized from his hoof and drifted to a nearby shelf. Tendrils, like wispy spider legs, emerged from the orb and latched to the books. The orb skittered between two books and vanished into the obscurities of the dreamscape. Finally, Deathweaver turned and opened the door. Light spilled through the doorway, drawing the attention of the dream constructs. Before they could react, however, the trenchcoated stallion vanished into the light that quickly vaporized the dream.

* * *

Twilight jerked up with a snort. Her foreleg kicked reflexively as she craned her head to look around the bedroom. She squinted her eyes in confusion. The bed didn't quite feel right beneath her barrel. It was too firm. Or maybe it was too soft. Twilight couldn't tell which. An unfamiliar ambience filled the night. The scents of wood and grass replaced dust and old stone passages, and the distant echo of hooves against stone and the murmur of the city was exchanged for chirping crickets and the verbal mulling of night birds.

 _This isn't Canterlot._

The thought cemented the reason for all of the eerie changes to her sleep-addled mind. She sat up and frowned at a nearby open window. Twilight engulfed it in a violent aura and gently closed it with a light click. Her eyes fell upon the small basket at the foot of her bed – and the slumbering form within. The familiar sight and sound of Spike snoring the night away brought some ease to her troubled heart. However, the reality of her previous decision was finally presenting itself.

 _I'm not in Canterlot anymore…_

Twilight's gaze drifted to the window and eyed the full faceless moon that slowly sailed over Equestria. She was so ecstatic for finally winning friends of her very own – friends that might finally love her for her and not for her status – that she neglected to consider the life she built for herself in Canterlot. How would she tell her family? Would she have to abandon her studies? They were always so proud of her for what she had accomplished. Would they see her moving to this rural farming town as neglecting her dreams and shunning their family name? What would he—

"Twilight?"

She was jolted out of her train of thought when the quiet voice broke the silence of the dark bedroom. Twilight glanced down to see a small scaled hand resting firmly on her fetlock, which was absently stroking her tail. Yellow claws were gently pressed into her purple fur. The arm led to a pair of green reptilian eyes that stared at Twilight with concern and unwavering loyalty.

"Twilight, what's wrong?" Spike asked.

"Wrong?" Twilight tried to give him a reassuring smile. "Nothing. Nothing's wrong. Why would there be anything wrong?"

Spike calmly sat beside Twilight and wrapped his spined tail around his body. He folded his arms across his chest and raised his eyebrow at the smile that came off more as a manic grin – which went quite well with her frazzled mane.

"Twilight." Spike replied as he pried her hoof from her tail. " _Mom._ You're doing it again. Now, tell me what's wrong."

Twilight stared at the baby dragon for a moment before releasing a resigned sigh. She lowered her head and rested it on her folded hooves. "I guess I'm just… Thinking about home."

"Let me guess…" Spike pondered as he brushed his claws through Twilight's mane and worked out the tangles. "You're worried about Grandma, Grandpa, and Uncle Shining?"

"In part… I'm also thinking about all the ponies who might disapprove of me moving out here. I mean… It's going to look like I'm being punished for something, or I'm turning my back on my university studies or all my duties in Canterlot."

"There will probably be some ponies that will think that, but they won't matter. Sure, it will be a bit harder to pursue your degree living all the way out here, but hey! You're living in a library now! You can just buy the books and keep 'em here! And now that you have your own space, you can finally build a decent lab to do your experiments. No more cranky butlers or snobby nobles getting mad about you blowing stuff up."

"I do _not_ blow stuff up… often." A blush darkened her cheeks.

"Besides, rich ponies move out into the country all the time." Spike climbed up onto her back and began to knead her shoulders. "If anypony asks, just tell them you wanted to get out of the city for a while. I can see the headlines now… 'Princess's protégé, Twilight Sparkle, moves into exotic new home in beautiful Equestrian countryside'!"

Twilight snorts. "Yeah… Maybe you're right, Spike. Besides, I think you'll be happy here. You probably had fewer friends than I did in Canterlot. Hopefully you can meet some foals your own age here."

"I suppose that would be nice…" he grew quiet as memories of his first time in pony school drifted into his mind. "A-anyway, you should get some sleep. I'm sure you have a long itinerary for us tomorrow."

"Mhm… The Princess said that some of our things will be coming by train sometime tomorrow. I'll need your help to carry it over here."

"Sure thing, Mom…" Spike released a yawn before curling up next to Twilight and swiftly falling asleep.

" _Look at you…"_ Twilight nuzzled Spike as she wrapped her tail around his small frame. _"I thought_ I'm _supposed to be the supportive parent around here."_

* * *

Something was terribly wrong.

Beatrix sat silently in the coach of her wagon. A purple blanket was wrapped around her slender figure while the blueish silver hue of her horn illuminated a concerned scowl. Her soft violet eyes scanned the starlit sky. She glanced down at the darkened path before her and back at the map folded beneath the glow of the lantern above her head.

The unicorn's gaze narrowed upon the empty moon as the gears in her mind turned. Beatrix knew by her charts that sunrise should have been hours ago, but night still blanketed the land. It was obvious that whatever happened to the Mare in the Moon had something to do with this. By Luna, it was…

Beatrix's eyes shot open. She opened the door into the main cabin of her wagon with a wave of her horn and dove into the darkness within. A quick spell ignited a lantern and several candles. The blue unicorn trotted over to one of the shelves that lined her sparse living space.

"Let's see…" she mumbled to herself. "Where is it? Where is it? Ahah! Here it is… _Prophecies and Visions_ by Domina Noctis."

Beatrix wrapped the bound tome in her telekinesis and delicately pulled it from its perch. She placed it on her desk and blew off a cloud of dust from the cover. Her nose wrinkled in a suppressed sneeze before she pried the pages open. Ancient yet intricate calligraphy greeted her on worn yellow parchment. The mare's violet eyes narrowed slightly as she deciphered the Old Equish that filled the pages.

 _It shall come to pass_

 _That Shadow and Hate will arise_

 _From Grief and Pain._

 _The Sun will be eclipsed,_

 _The Stars will weep,_

 _And the Moon will burn with Fury_

 _Yet when Light is consumed_

 _And Darkness eternal_

 _Harmony will reveal Salvation_

 _Order and Chaos restored_

 _Shadow shackled_

 _Friend now Jailor_

 _Heavens sundered_

 _And It shall come to pass_

 _A lonely Millennia_

 _A thousand Summers_

 _The Heavens will darken_

 _Shadow reborn_

 _Death incarnate_

 _Hatred to swallow the World_

She stared at the verses in silence as the stories from her grandmother surfaced in her memory. Beatrix remembered tales of the illuminant and graceful Night Princess – how she diligently guarded ancient Equestria against the terrors that lurked in the dark. While the Solar Queen was the political face of Equestria and its Shield against the world, Luna was the Sword – the knife in the shadows. However, her elusive and dangerous image came with a price. Equestria, her charge, feared and loathed her and praised her elder sister. This drove her to jealousy, greed, hate, and finally violence. The Lunar Rebellion was one of the bloodiest events in Equestrian history. It was so horrific that only a scant few history fanatics are even aware it transpired at all after most of the records were burned.

Beatrix focused on a single line from the prophecy – _'Harmony will reveal Salvation'_. She reached with her telekinesis and plucked another book from the shelf. The true history of the Lunar Rebellion became diluted by centuries of folklore and legend to the point that no one really remembered Luna as anypony other than the infamous Nightmare Moon.

"However," Beatrix verbally continued her train of thought. "Even the most foalish of old mare's tales still possess some truth to them. Here we are!"

"… Mare in the Moon…" she skimmed down the page. "… Myth from olden pony times. A powerful pony that wanted to rule Equestria… Defeated by the Elements of Harmony and imprisoned in the moon… Legend has it that on the longest day of the thousandth year, the stars will aid in her escape…"

Beatrix gulped.

"… And she will bring forth eternal night."

"Well, Rupert." Beatrix looked down at the small canine that peaked out from underneath his blanket. "Now we know the reason for the odd behavior in the sky tonight. It seems that the return of the Night Princess has finally come. I never believed it would happen in our lifetime, and I doubt very many ponies know the full story of their new monarch. Last time I checked, the Elements of Harmony were in the ruins of Castle Circadia in the Everfree Forest… which happens to be a short gallop away from our next destination."

"I guess it's up to us, then…" Beatrix looked up through a window at the now vacant moon that shone ominously over the Equestrian landscape. "It's up to us to find those Element of Harmony and save our beloved Princess from herself."

* * *

Grog was cold.

He floated aimlessly through the dark void. It was like drifting in an underground stream, except he was not wet. The darkness swaddled him in its soothing numbness like a newborn pup wrapped in a blanket. Grog could see nothing, which was not unnatural given he spent the majority of his life in a cave. However, neither could he smell anything. This should have worried Grog, but he could not seem to find the energy nor the motivation to care. It was cold. It was quiet. It was nice.

It was the perfect place for a nap.

But…

Despite the seemingly perfect sleeping arrangements, Grog simply couldn't get comfortable. A nagging and persistent voice poked and prodded the back of his mind. While he floated restlessly through the void, his thoughts turned to his last few memories. They were hazy at best. He remembered a shadow, screaming, and blood.

So much blood.

Grog didn't want to think about the shadow. He didn't want to remember the numbness of fear. However, his other memories weren't very pleasant either. Too many nights of growling bellies, whimpering pups, and burning the dead. The diamond dog remembered, when he was young, that he had poked his head out of the burrow. He remembered the warm sunlight filtering through the trees, casting a greenish light. Grass was like silk beneath his paws, and the smells… By Cerberus, the smells! Grog could have explored that wondrous world for days and never discover everything. He had planned to do just that, before his father yanked him back into the burrow by the scruff of his neck. When Grog questioned him, he replied with only one word.

 _Ponies._

It was common knowledge in Grog's burrow that ponies and diamond dogs did not get along. Whenever his kin would try to approach the pony village to trade their gems and ore for food and medicine, the ponies would always chase them away with their spears and magic. They threw rocks at them and labelled them "savages" and "monsters" before forcing them back underground.

 _Who are the real monsters?_

Grog growled in the darkness. It was their fault. It was the ponies' fault that they had to live in these caves. Every drowning, every death of every cave-in, every time a pup went hungry or a dog choked on their own blood in the night was _their fault!_ Their blood was on _their hooves!_

Grog clenched his paws and howled into the void. The comforting numbness now felt like chains that restricted his escalating rage. A hundred images passed before his eyes as his limbs thrashed through the black molasses. Every funeral, every whimper in the night, every howl of anguish flooded his mind and fanned the fury. A blue inferno ignited across his body and pushed away the darkness.

Grog opened his eyes and screamed. He could hear the others. Their wails and howls and screeches empowered his own. The suffering and sorrow of his brothers gave birth to dark hatred and fiery rage that engulfed their hearts and minds and gave strength to their stiff bodies.

 _Rise._

He needed to get up. The cold numbness of the abyss was still clinging to his bones. Grog stretched out his paws and pressed them against the ground. His muscles strained and his bones creaked, but sheer will fueled his strength. He shakily rose several inches before collapsing onto his elbow. A gurgled groan emanated from his clenched teeth. On his second attempt, Grog managed to get a foot beneath him and finally rise.

The first thing he noticed was that this was not the burrows. Dark shadows of dark trees stretched over the ground like a tarp. He looked up and saw a thousand stars sprinkled across the night sky like strokes of silver paint over a black canvas. His gaze lowered and met that of his brother. Deep gashes decorated his torso and continued to discharge fresh blood, but that was okay. He knew he was no longer in pain, because neither was he. Their wounds were merely marks of their trials – symbols of their strength. Two ghostly blue flames burned where his eyes once were, but that was okay. They were the gift of the Master. They marked them as kin.

 _Dig. Build._

He obeyed. They all looked to their right where a decrepit castle stood watch over the gloomy forest. His feet shuffled towards the ruin as his hands summoned knowledge of architecture and fortifications from one of his brothers. Then he immediately went to work.

He couldn't seem to remember his brother's name, but that was okay…

Because he couldn't remember his own, either.


	5. Chapter 4: Shadows at Dawn

The royal chariot touched down on the landing platform of Canterlot Castle. A host of armored stallions, a combination of all three tribes, stood at attention at the edge of the platform. As the guard escorts settled to a stop beside the first chariot, a bulky white unicorn stallion approached the procession. He was clad in ceremonial golden armor that glistened in the evening sun like a torch. His blue eyes, however, were sharp as steel.

Princess Celestia emerged from the chariot and strode toward the stallion with a graceful gait. Luna followed at her heels with a brisk trot to make up for her shorter legs. The smaller alicorn craned her head up and about to take in the sights before Celestia stopped in front of the stallion.

"Your Majesty." He dipped his head.

"Captain Armor." Celestia greeted him with a serene smile.

"How was the Summer Sun Celebration?" he quirked an eyebrow.

"It went well." Celestia replied, her mask unfaltering. "Your sister sends her well-wishes."

Captain Armor glanced toward the chariot before centering his cold gaze on Luna, who reflexively flinched. "I see she didn't return with you. I trust she is well?"

"At ease, Shining Armor." Celestia draped her snowy wing over her sister. "Twilight is safe and well. She has elected to remain in Ponyville with her new _friends_. You know she has a very one-track mind."

His eyes softened for a moment before narrowing in confusion. Twilight was never the one to put much stock in social stimulation. She, in fact, was often driven to neurotic frenzies over the stress of such relationships. Sure, she had made acquaintances in classmates and study partners, but never friends. He was her friend. Spike was her friend. _Books_ were her friends…

"Must be wonderful friends indeed if they made her drop her entire life to move into a strange and unknown town. Without so much as a five minute notice, I might add."

Celestia chuckled softly and began her trek into the castle proper. "Yes… Indeed."

Shining Armor snorted as he followed. "… Indeed."

Luna bit her tongue and ensured Celestia stayed between herself and the much larger unicorn.

"Does something trouble you, my most loyal captain?" Celestia asked, barely glancing at Shining Armor from her peripherals.

"I do not appreciate the Royal Guard, myself especially, being kept in the dark regarding your schemes, Your Highness," Captain Armor replied curtly. "You disappeared for several hours. The sun did not rise. We were tearing at the seams trying to keep the city from breaking out into stampedes. It is our duty to ensure your safety, my Queen, and if we are unable to do so then it is our duty to ensure the safety of the populace. Your secrecy obstructed on both counts."

"That is correct, Captain Armor." Celestia nodded. "And I do apologize. I did not want to mislead you or your subordinates, but I needed everything to be 'business as usual' in order for the Elements to awaken naturally. The bond that is required in order to use the Elements of Harmony cannot be forced. The most I could do was simply make sure everypony was where they needed to be – _when_ they needed to be there. Everything else relied on Twilight and the training we gave her."

"I understand the theory and reasoning, Your Highness," Shining frowned, "but that does not mean I like it or agree with it. That goes double for putting Twilight in danger like that… Even though it did return the Princess to us."

"I did not enjoy it either, Shining," Celestia sighed, dropping her mask for a moment, "but we had little alternative, and I believed Twilight to be ready for the task. Fortunately, I was right."

"What's done is done. Now if you will excuse me, Your Highness, I must return to my duties and inform the nobles of your safe return."

"Very well, Captain. You are dismissed."

Captain Shining Armor gave Queen Celestia a stiff salute before splitting off down a side corridor.

A few moments passed as Celestia and Luna walked down the halls. Two royal guards marched at a respectful distance behind them.

"Sister." Luna finally spoke. "We sensed great power within thy Captain. 'Tis true, then? Is he kin to thy pupil, Twilight Sparkle?"

"Yes, Luna." Celestia smiled. "Shining Armor is Twilight's older brother. He is one of the greatest battle magi I have had the pleasure of knowing in nearly a thousand years. I believe only Aegis Blade would have had any hope of piercing his barriers."

"Truly?" Luna's eyes widened in shock. "Mighty indeed, then. But enlighten me, sister. Dost thou maketh it a habit to allow your subordinates to speakest to thee in such a disrespectful manner?"

"I approved of Captain Armor's promotion for multiple reasons, Luna," Celestia explained. "Even though his magical power is substantial, it is his character – particularly his honesty and honor – that set him apart from the other candidates. He did not rise to his station through politicking, despite what many may think, but through diligence and merit. Shining Armor will speak his mind when it is required, and in this circumstance his frustration is warranted. I _did_ put his younger sister in danger, despite my full faith in her abilities."

"Very well. We will trust thy wisdom. Verily, thou hast a full millennia on us. Hmm hmm…" Luna smirked.

"Lulu…" Celestia groaned. "Are you calling me old?"

"Nay, dearest sister," Luna chortled. "Merely aged, likest unto fine wi-wa-wu-ughhh…"

"Luna? … Luna!" Celestia stopped cold as Luna collapsed with a thud. She could only watch in horror as her sister convulsed on the stone tile. Celestia's eyes narrowed in resolve before kneeling beside Luna and rolling her onto her side.

"Guard!" Celestia snapped one of the escorts out of their shock. "Find the palace physician and tell him to come to my quarters! And _hurry_!"

"Yes, Princess!" the guard saluted and galloped down the hallway.

Celestia returned her attention to Luna. The younger alicorn still seized on the cold hard ground. Her jaw was clenched shut while her eyes rolled back into her skull. A golden aura of magic surrounded her as Celestia attempted to hold her limbs still.

"No, please, Lulu," Celestia begged through a veil of tears that threatened to spill down her immaculate face. "I just got you back. Please, don't leave me… Don't leave me… Don't leave me…"

Luna's world faded to black.

* * *

Deathweaver strode with a purposeful gait in front of Castle Circadia's gates. His cold blue eyes took stock of the scene before him with a clinical detachment. Dozens of corpses were lined up in an orderly fashion like cut selections in a meat market. Nightgaunt hovered beside him like a billowing cloud of smoke, and his wispy red eyes never left his master. The Pale Alicorn lowered his head toward one of the diamond dogs and examined it more closely. He hummed in thought before turning to his minion.

"You have done adequate work, Nightgaunt." He nodded in approval. "They will make a fine foundation for our forces."

"Yes, my lord," Nightgaunt rasped. "They will serve well beneath your banner. However, some of them are small or frail… Those won't make very good laborers for your new citadel. Perhaps, your will permitting, we can make some new younger siblings for me to play with?"

Deathweaver met the gaze of his underling. There was a glimmer of child-like hopefulness buried beneath the savage bloodlust of the shadow's eyes. The Alicorn's cracked lips pulled up into a small smile.

"You are correct, Nightgaunt." Deathweaver looked back over the corpses. "Some of their shells would be useless to me, but their spirits will fulfill another dire need of ours… Now, let us awaken our guests."

Deathweaver stopped in front of the line of corpses like a commander surveying his troops. His eyes flared with ghostly necrotic power while a cloud of frosty air was expelled from his nostrils. He stamped his hoof, snapped his wings open, and cast a shadow over the remains of the diamond dog pack.

"Hear me, lost souls." His voice thrummed with power as it echoed through the Realm of Death. "Hear the call of your Master. Come out of the Abyss. Return from Death's soothing embrace, for your work is not yet finished. Rejoin me, and be free of your hunger – your sickness, sorrow, and suffering.

"Return to me!" Deathweaver cried as a chilling wind buffeted the canopy above him, "Rise, tormented souls, and exact vengeance upon your oppressors! Lend me your pain and woe, and I shall ignite your hatred into a fiery rage that shall bring this land to its knees! Rise, my children, and stand beside the Master of the Ancient Dead!"

"RISE!" he thundered.

A deafening howl answered him as the diamond dog corpses lurched. Their stiffening muscles clenched. Tongues of angry blue flames burst from their eyes as their blood-curdling screams drifted through the trees. They were like twisted reflections of the wails of new-born infants. Several of the corpses, particularly of the pups and brutally maimed, became drenched in slithering darkness. The living shadows stretched and coalesced into the shapes of large black wolves that snarled with murderous hunger. The shadow wolves join the unholy chorus of death after severing from the now-empty shells.

Deathweaver silenced their cries with a thought, and he smiled. He turned to his newly created ghouls and imprinted several commands onto their minds. They saw images of fortifications, instructions on building techniques far beyond their own latent abilities, and they shambled back to the castle. Next, he turned to the pack of shadows. Dark ectoplasm dripped from their phantasmal maws while they looked upon their master with savage glee burning in their eyes.

"Go forth, my children." Deathweaver commanded. "Scatter to the four winds and bring me word of the land and its inhabitants. There is also a settlement to the north that I want monitored at all times. Prowl their fields and stalk their windows, but do no harm. We will show our hand in time."

The shadow wolves unleashed a chilling howl into the night. They silenced, one by one, as each vanished into the trees. Their footfalls were as silent as the darkness they were forged from, and their piercing crimson eyes left nothing free from their gaze.

* * *

Twilight emerged from the Golden Oaks with a yawn and carrying a pair of saddlebags. She squinted at the sudden assault of daylight in her eyes. The twitter of birds and gentle murmur of the market tickled her ears, and her tired frown rose into a content smile.

Normally Twilight would awaken to the muffled silence that permeated the palace grounds or the bustle of Canterlot city life. She had never been to any of the more rural parts of Equestria, unless one counted the summers at her family's vacation home on the coast of Horseshoe Bay, but this was different. Ponyville felt welcoming – peaceful – and free from the burdens of living in the venomous quagmire of Canterlotan high society.

 _Maybe Spike's right._ She thought to herself while stretching the kinks out of her back. _Maybe this move will be a good thing for both of us. Definitely need to get a new mattress, though…_

"Spike!" she called out through the door. "I'm going to look around town. Can you meet me at the train station in about an hour? The first shipment from Canterlot should be here by then."

"Sure thing!" Spike replied from somewhere inside. "See ya then!"

Twilight hummed a cheerful tune as she trotted towards town. However, a chill along her spine stopped her short. The fur along her neck felt like cactus needles as several defensive spells instinctively ran through her head. She slowly turned her head to face the disturbance and inhaled sharply.

Dozens – no, scores – of large black birds filled the canopy of Golden Oaks. They leered down at her with hellish red eyes that burned through her own. Their ebony plumage was black as night, yet glossy like the surface of a lake under the moon. The birds were beautiful, but terrible, as they glowered down at Twilight as if she was a mere mouse in their presence.

One of the birds, an enormous raven, unfurled its wings. Its massive wingspan cast a shadow over Twilight as it uttered a guttural cry. The raven took flight, releasing a single feather, and soared into the sky. It was swiftly joined by the rest of the flock along with a cacophonous chorus of beating wings and caws. They sailed above the tree's canopy like a dark cloud of feathers, talons, and beaks, and they vanished over the hill.

Twilight sat trembling on the earth for a long moment before she exhaled the breath she didn't realize she was holding. She slowly rose from her haunches and stepped toward the long black feather that lay at her doorstep. Twilight picked it up with her telekinesis and inspected it. Like the bird it originated from, it was black and glossy like ebony. She deposited the feather in her saddlebags before turning her attention back to the tree.

 _Maybe this is a popular migration point for that species._ Twilight rationalized away the chills in her coat. _Seems like an odd time of year, though. Maybe Fluttershy would know? At least this feather will make a beautiful quill!_

And so Twilight continued on her stroll into town, ignorant of the eyes that stalked her from the shadows.

* * *

Beatrix was confused.

Beatrix was relieved, but she was also confused.

It was mid-morning as she rolled into the outskirts of Fillydelphia on her wagon. Now, that was not an unusual thing; Beatrix had done shows in this city before. Even some of the residents of Dragon Town came to see her perform. However, it was only a few hours ago that Beatrix had deduced Nightmare Moon's return and set out on a quest to rescue the Princess of the Night.

Either she had been hitting the cider again, had imagined the Mare in the Moon disappearing, and had lost track of time, or some cosmic being was playing an elaborate prank on her. While the latter was somewhat flattering, she would much prefer the former – since it would mean Equestria was _not_ in apocalyptic turmoil.

Beatrix gave a mental command to her wagon to start heading to the city proper. Farmlands and suburbs eventually gave way to paved streets and skyscrapers that gave Beatrix a kink in her neck. The incredible sights of the big city never ceased to amaze her. Each of the glass and steel titans that towered above her like mountains were testaments to earth pony engineering and pegasi architecture coming together in perfect harmony.

"Extra! Extra!" a voice called Beatrix out of her musings. "Nightmare Moon stopped! Element of Harmony recovered! Sun and Moon reunited! Read all about it!"

Her wagon jolted as Beatrix's concentration ground to a halt. Several horns barked behind her while the other carriage drivers protested her lackluster driving skills. Once the profanities directed at her were exchanged for quick apologies on her part, Beatrix parked her wagon beside the sidewalk and leapt onto the concrete.

"Hey!" she galloped to the edge of the growing crowd that surrounded the newspaper colt. "Excuse me. Pardon me. Hey, that was my tail!"

Beatrix slowly wormed her way through the crowd until she was almost nose-to-nose with the colt. He was a wiry fellow with a yellow-brown coat accented with orange splotches on his forelegs. The colt carried a pair of large saddleback filled with newspapers and fliers.

"How much?!" Beatrix demanded eagerly.

"Two bits, ma'am!" the colt replied.

Beatrix furrowed her brow and illuminated her horn. A dusty brown bag popped into existence beside her and levitated in an azure aura of magic. Two gold coins floated from the bag and landed in the colt's hoof.

"Much obliged, ma'am." He grinned before twisting around and pulling out a thin newspaper from his saddlebags with his teeth. Beatrix quickly grabbed the paper in her telekinesis and poured over the document.

The picture below the headline was the first thing to catch her attention. It was an eyesore of pastel colors that focused into a group photo of several mares. Princess Celestia, in all her radiant glory, took up the largest portion of the photo. Two earth ponies, two pegasi, and two unicorns occupied the center, but Beatrix stared slack-jawed at the small dark-blue form that huddled – almost cowered – at Celestia's side. Pale blue locks of hair fell loosely on her shoulders while two beautiful wings, so dark that they were almost purple, clung tightly to her sides. A long azure horn stood majestically on her forehead.

Beatrix blinked tears out of her blurring vision as a quivering smile graced her lips.

"Is… Is it true?" she croaked. "Has she truly returned? Has the Nightmare finally ended?"

She exhaled a shuddering breath and wiped away the bittersweet tears with her fetlock. Beatrix rolled up the paper in her magic and made her way back to her wagon. Several carriage drivers glowered and glared as they circumvented her illegally parked vehicle, but Beatrix couldn't have cared less. The Lady of the Moon has returned, and Beatrix would see to it that she was not alone.

She would never be alone.

Never again.

* * *

Lord Deathweaver sat as still as a corpse in the center of Circadia's courtroom. He stared at the empty twin thrones before him with his cold blue eyes. One was carved from onyx or obsidian – he could not tell which – and inlaid with dozens of sapphires organized into an assortment of constellations. A crescent moon, carved out of the largest opal he had ever seen, adorned the crest like a crown. The lunar throne had fared well in its thousand years of disuse. However, the same could not have been said about its twin.

The solar throne lay half-crumbled and half-smashed beside its somber companion. What was once polished and bleached marble accented by gold trimmings was little more than a pile of greyish rubble and dust with a few glittering trinkets thrown about. A cracked solar disk, more likened to a bent and rusted bronze plate, lay tossed to the side.

Deathweaver snorted dismissively and a pitter-patter of paws answered his unsaid command. Several diamond dog ghouls shuffled across the throne room and diligently cleared away the rubble. Dust was swept aside, stones were hauled away, and precious metals were collected. The Pale Alicorn nodded approvingly before expanding his senses. Several teams of his servants performed similar tasks throughout the castle. They cleared the compound, room by room, and sorted usable material from worthless refuse. He ensured they stayed clear of the library and resolved to look through it himself, however. Knowledge was more valuable than gold, and he dared not risk the rotten paws of his children to damage such priceless and ancient tomes.

Still… They were an adequate foundation for his forces. Deathweaver stood – old bones creaking like the ancient wooden bows of a long-dead tree – and slowly walked towards the thrones. There was so much to do. So little time. The spirits of this placed called to him. They wept – forever lost in the spiraling despair of their final moments. How long had they wandered these halls, wailing at the unfeeling stone? How long did they hiss in the darkness, gnashing their phantom teeth at the injustice of their ends.

 _It matters not_ , Deathweaver mused as his decrepit horn burned with cerulean fire. He was here now. The forgotten dead would whisper their secrets, and he would hear their pain. Deathweaver narrowed his gaze on the black throne and snarled. Their misplaced loyalty would not be met with indifferent silence. They would not fade into the darkness with a whimpering echo.

The black throne exploded in a shower of shrapnel, dust, and debris as ancient preservation enchantments were ripped asunder from the overpowering kinetic force of the Alicorn's magic. Deathweaver stamped his hoof and the ground rumbled. Stone tile and old masonry crumbled to dust as a spire of rock rose from the earth between the thrones' remains.

 _No. They will not vanish nameless into the mists of time,_ he resolved as he strode toward the stone pillar. It opened up like the vague image of an equine skull screaming in silent torment. _We will emerge from the darkness, screaming for blood – for justice._

Deathweaver stepped onto the dais as it bulged from the floor and sat upon the throne forged from the bones of the earth. He faced the rest of the courtroom and scanned the procession. Row upon row of ghostly aberrations stood before him. Their incorporeal ranks shifted like a slow tide. Pegasi, unicorns, thestrals, earth ponies – all clad in varying uniforms of the sun and moon – watched him in silence. He could feel the anguish and betrayal that saturated their restless forms. It was a quiet pain, like the calm before an earthquake. All it needed was a spark to ignite the blaze.

All they needed was a voice.

And his war cry would shatter the foundations of the world.


	6. Chapter 5: Discoveries

Celestia knelt beside the bed in her royal chambers. The room was draped in a somber blanket of dim light, courtesy of a handful of candles that formed flickering silhouettes on the wall. An irritating burning sensation filled her nostrils from the combination of disinfectant, vomit, and mildew. Silken sheets rose and fell with quiet wheezing. Luna lay atop the blankets with her teeth clenched and brow creased. Sweat matted her fur and mane as her wings quivered beneath the velvet covers. She groaned as another wave of shivers cascaded over her body.

The Princess's eyes were soft with worry. Redness marred the snow-white coat around her eyes. Her brow was wrinkled in concentration while Luna's was clenched in pain. Celestia levitated a thick sponge from the water basin beside her and gently dabbed her sister's forehead.

"Well… Upon reviewing her symptoms, I believe her condition to be most obvious…"

Celestia turned towards the voice. A brown-coated stallion in a white lab coat stood beside her. He wore a stethoscope around his neck and a silver mirror strapped to his forehead below his horn. His green magical aura closed the medical bag to his left with a _click_.

"… And what would that be, Doctor Cure?"

"Besides the psychological damage…" Doctor Hard Cure harrumphed, "her symptoms match a textbook case of heavy narcotics withdrawal. If what you told me is correct, then she has just spent the last _thousand years_ on the biggest dark magic high in recorded history."

"Yes…" Celestia turned to Luna's fitfully sleeping form. "That makes sense. I expected as much."

"Excuse me, Your Highness?" Hard Cure raised an eyebrow. "You _knew_ your sister would be in this condition?"

"Yes, but honestly not in this capacity. It is as you said, doctor. She has been consumed by dark magic for a thousand years only to have it forcefully ripped from her all at once. I knew it would leave her weak for some time, but not like this…"

"Frankly, _Celestia_ , I'm surprised she was even able to _stand_!" He stamped his hoof. "Let alone her being alive after that kind of shock to her system. Do you even realize how dangerous that was?!"

Princess Celestia narrowed her eyes coldly at the stallion. "Be mindful of your tone, doctor. I have learned from my mistakes, and I will never dismiss my sister again like I did all those centuries ago."

"I will be _mindful_ of my patients, Your Highness." He met her gaze. "I don't care what you did a thousand years ago. All I care about is my patient _now_ , and that your secrecy prevented me from carrying out my own duties. Would it have been too much to ask for a little notice before you got yourself foalnapped by a raging she-demon of darkness?"

"I will tell you what I told Captain Armor." Celestia dabbed her sister's forehead. "I needed my plans for the Summer Sun Celebration to be absolutely secret in order for my student to succeed. Nightmare Moon needed to remain a legend until the final hour. I agree that it was a gamble, but it paid off in the end."

"Barely." Hard Cure scoffed.

"Will that be all, doctor?" Celestia raised an eyebrow.

Hard Cure grumbled as he picked up his medical bag. "Given that this is a priority case," he began as he walked toward the door, "I will be taking responsibility for the patient and letting my apprentice handle the palace clinic. I will ensure your sister lives to raise the moon again, Your Highness, but I want you to ask yourself something over these hard weeks to come…

"Did you _really_ learn your lesson?" he finished.

Doctor Hard Cure departed the room, leaving Celestia with a shivering Luna lying in the bed. Celestia sighed and allowed her shoulders to sag. Ten centuries of tension slipped from her, one year at a time, like the slow unwinding of a grandfather clock. She lifted the thick sponge, saturated with water, and dribbled some of its contents into Luna's mouth.

Her secrets were justified. Nearly three centuries of plotting, ensuring the right ponies met at the right time and went to the right places when they needed to be there, hung on the events of a single night. It was a massive gamble, and it filled her mouth with bile at the thought of forcing her beloved Twilight to face a _monster_ like Nightmare Moon. Her little ponies thought they knew what monsters were, but they knew _nothing_.

They did not know of the horrors that lurked in the darkest shadows of the night. They did not know of the predators that stalked the realm of dreams – the ever-shifting plane that acted as the buffer between universes. Dark and terrible things lurked there. It had always been her sister's sworn duty to beat back the eldritch forces that preyed on their ponies whenever their backs were turned, as it was her own duty to protect them against the more _mundane_ forces of the world.

However, while Celestia had a virtual army of advisors, diplomats, nobles, and a _literal_ army of enlisted stallions at her beck and call – Luna's was a solitary vigil. Yes, there had been a half-dozen incarnations of the legendary Night Guard throughout the centuries preceding the Lunar Rebellion, but none had lasted long enough to sate Luna's thirst for companionship.

 _It is no surprise that you eventually fell to the darkness that you warred with for so long, sister._ Celestia mused.

"So how is she?" a voice shocked Celestia from her thoughts.

Celestia turned to the newcomer. A well-groomed stallion stood inside the doorway. His coat was nearly as white as her own and shined with a brilliance only affordable by a small fortune of care products. The stallion's voluminous blonde mane fell loosely across his shoulders while piercing blue-green eyes, like the sea, watched Celestia with concern. Such eyes would instantly swoon her were she not a millennia-old matriarch with a will of adamantine. Maybe in her younger days, but now it only filled her with a maternal warmth. A dark blue suit jacket with gold trimming hugged his thick barrel and forelegs. It was enough to cover his frame, but just short enough to leave his cutie mark exposed – a golden compass.

"Blueblood." Celestia smiled warmly and nodded. "I did not hear you come in. Luna is… stable. She still has a long road to recover, I fear."

"You were understandably pre-occupied, Auntie." He shrugged before stepping toward the bed. "Captain Armor informed me of your arrival. The court's already been thrown into a tizzy over this… _development._ " Blueblood gestured toward Luna.

"Well…" A smirk spread across Celestia's muzzle. "They'll have to suck it up like the good colts and fillies they are. There are going to be many changes in the weeks to come. Either they'll jump on the wagon or they'll be left behind in the dust."

"Rest assured, Auntie," Blueblood chuckled as he sat beside her, "I've already buckled in. I'm sure you are aware, however, that this is going to upset a _lot_ of power circles. The dukes and counts have grown complacent with you at the helm for the last thousand years. Through all of the politics and intrigue, _you_ were the constant – the sole lighthouse in the storm. They've tolerated Cadence since her duties are vague at best and have few, if any, ramifications on the political theatre. _Her_ on the other hoof…"

"They'll get over it." Celestia snapped with finality as her brow creased. It loosened with a sigh. "I understand that there will be trials ahead, dear nephew. I have been planning for this since your great-grandfather was getting his sea legs. However, as my sister used to say, and our mentor before us, ' _no plan survives first contact with the enemy.'_ Despite all of my contingencies and schemes, I am still dreading the headache of my court's and vassals' reactions to my sister's return."

"Rest assured, Auntie," Blueblood nodded. "I will keep my own vassals in line as well as my allies. If anypony else causes any trouble, I have strings I can pull to bring them to heel. Whatever happens, you can count on me to stand beside you, Your Highness."

Celestia sighed and draped a wing over her nephew. "Thank you, Blueblood. You have no idea how much that means to me. Although, there is one more thing I fear I must ask of you… Would it be too much trouble to take care of the Day Court for a few days while I nurse Luna back to health? I will have Cadence help you; it will be good practice for her."

"Say no more, Your Highness." Blueblood raised a hoof. "I will be happy to take court off of your shoulders for a while, and it will be good to spend some time with Cadence. Maker knows it's been ages since we've gotten together. Rest assured that nothing short of a dragon attack or parasprite invasion will see you disturbed."

"Please, Blue." Celestia clenched her eyes. "Don't jinx it."

"I'm sure everything will be fine, Auntie." Blueblood waved dismissively. "After all... Do we not have a brand new set of heroines to confront the evil-doers that threaten the realm?" he quirked an eyebrow.

Celestia rolled her eyes. "Oh, try not to harass them too much, Blueblood. I have a feeling most of them would prefer living out of the limelight."

"Oh, very well," he huffed. "How is your student, by the way?"

"She is... well, I believe." She furrowed her brow. "While I am immensely proud of her for what she has accomplished and how much she has grown from this ordeal, I can't help but wonder if she is being a little... hasty."

"Oh?" He sat beside the Princess.

"I mean..." Celestia began. "She has always been very bright, as you know, and her experience dwarfs that of many mares her age. However, most of that experience lies in scholarly and financial pursuits. She is stepping into new territory – territory of which I am unsure she is equipped for.

"I agree," Blueblood replied. "While she has done well in navigating and even _thriving_ at times in the intrigue of your court, it is a far cry from forming _actual_ relationships with every-day ponies. Politics requires a calculating and observant mind, like that of your student, and at its simplest form it is simply a dynamic script. It is a game of the _mind_ rather than the heart."

"And while I have taken great lengths to ensure Twilight remains untouched by the corruption and slime of some of the nobility and bureaucrats, she is still not used to actually _connecting_ with ponies, aside from a few individuals. I fear that most of what she has learned so far about friendship is from books, where they are idealistic at best and fanciful at worst."

"Well, perhaps this is a good thing." Blueblood nodded.

"How so?" She looked down with a frown.

"If you think about it, Twilight's largest intellectual flaw is that she believes there is nothing she cannot learn from a book. You and I both know that is incorrect, but she has yet to be broken out of that world-view. True friendship is something that must be learned through experience, trial, and error. It may be rocky at first, but what friendship is not? In the end, though, she will grow both in heart and mind – in that she will allow others to truly acquaint her without duplicity, and she will learn that there is some knowledge that can only be learned by _doing_."

"That is... insightful of you, Blue." Celestia smiled.

"It is like piloting a vessel across the open sea," he said while brushing a hoof across the water in the bowl beside him. "It requires a great deal of technical knowledge – from naval terminology to astronomy, carpentry, and hydrodynamics – but it also requires a mutual trust between the captain and his crew. You cannot have one without the other."

"Makes sense." Celestia nodded. "Such is life, in a way."

"Precisely!" Blueblood grinned before standing up. "I apologize to depart so quickly, Auntie, but if I am to be taking over Day Court, I have some preparations to make. I must also pen some correspondences regarding the return of your sister."

"That is no trouble, Blue." She offered a motherly smile in return. "Have a good evening."

* * *

While Deathweaver maintained vigil over the ruins of Circadia Castle, the sinister shadow of Nightgaunt prowled through the deeper recesses of the Everfree Forest. He drifted through the underbrush like a cold fog laced with a miasma of dread. His approach was heralded by an anxious silence followed by the rhythmic rattle of heavy chains.

Three long gashes slowly materialized across the bark of a tree as a set of invisible claws were raked across its surface. A pair of predatory eyes peered out from the inky smoke. They were ripe with malice... and hunger.

 _"I can sssmell them, brotherssss..."_ the spirit hissed. _"I can sssmell their mirtthh and joy – how they fffrolic through the night in their merriment."_

A murmur of snarling growls echoed in reply.

 _"Yesss... Let usss join them."_

The pack of shadows drifted further into the forest, where a glimmer of light peeked through the trees. It was followed by the faint wisp of whimsical song carried by a dreary spring mist. Several figures pranced through the clearing. Starlight glimmered across their antlers while dozens of fireflies swam through the air around their hooves. A song, like a summer lullaby, danced across their muzzles. Their hooves kicked up the midnight dew in their dance, and it drifted through the air like honeyed nectar.

So engrossed were they by their midnight merriment that they did not notice the starlit sky vanish behind a thick shadow.

At least, until it was too late.

A single terrified scream pierced through the night, but it was smothered and drowned out by a gleeful cackle and chorus of howls that faded into a chilling silence.

* * *

The silence was broken by the melody of crickets. Moonlight washed the glade in pale silvery light. The air was thick with mist and the scent of wildflowers. Several rows of trees stood trunk-to-trunk like a stalwart phalanx. Hundreds of leafy vines snaked up the living wall of wood while glittering flowers of silver, purple, and gold hung from them like bells. The mist of the Everfree lapped against the wall like a slow tide.

A silent village lay nestled within the wall of trees. The houses were molded from titanic stumps and built high in the canopy. Pools of still water dotted the glade. Frogs hummed in contemplation while fireflies danced their evening ballad as dictated by the orchestra of crickets and nightingales. Owls swooped to and fro between the trees.

A tall stag stood on a terrace overlooking the sleeping village. His coat was a shining white that glistened like the purest mountain snow. Long and slender legs, like twigs, held up his lean body. A pair of golden antlers adorned his head – matching the stripe of bronze fur that cascaded down his back to the tip of his tail. Piercing green eyes, like emeralds, watched the fog outside the wall with a stoic resilience that held back the waves of exhaustion like a dam.

King Aspen stood vigilant on the terrace above the village of Thicket. His steely gaze swept over the clearing and pierced through the dark wilds outside the wall.

"Your Majesty," a concerned voice spoke behind him. "Is everything well?"

King Aspen rolled his shoulders but maintained his vigil. "There is... something amiss. Can you feel it, Willow?"

"Everydeer has been uneasy since the solstice." Willow stepped beside the king. He was much shorter than the white stag, and his coat was a more subdued earthy brown than the striking white of his liege.

"No." Aspen's mouth dipped into a scowl. "It is something more than that. The Nightmare returned as prophesied, and since the sun has risen, we should assume it has been defeated. This... is something different. A foulness haunts the air. It is like the scent of a rotting carcass. A new predator stalks the forest. I can feel the hatred emanating from it like a slow fire ready to ignite into an inferno. 'Tis not like the _madness_ of the Nightmare. This is... cunning."

"Shall I inform the marshal?"

"Yes," Aspen nodded, "but do so discretely. It would be counterproductive to drive everydeer into a paralysis of fear. Tell Oaken to double the guard and be vigilant. Send a message to Canterlot in the morning. It is probably some beast that slunk out of the deeper forest, but if it is truly a threat then Celestia will need to be aware."

"Yes, Your Majesty." Willow bowed before trotting away.

King Aspen narrowed his eyes.

"We will be ready."

* * *

Beatrix's wagon lumbered down the road. The setting sun bathed the landscape in a coat of burnt orange and rusty red. She sat in the coach's seat with a cup of tea in her magic and the newspaper in her hooves. It was a particular brew that she had developed herself on the road – a green tea made of yaupon leaves and seasoned with a dash of cinnamon and honey. The pleasant buzz of caffeine kept her back hoof tapping with the rhythmic rattle of the wagon's wheels.

She read the article while keeping the road in her peripherals. It gave a short history of each of the Element Bearers along with a detailed (if not exaggerated) rendition of the evening's events. What caught her gaze, though, was a particular purple unicorn. Beatrix's eyes lit up in recognition.

"Rupert!" she squealed. "Rupert, look! It's _her!_ It's really her! It's Twilight Sparkle!"

Rupert poked his head out of the wagon door and yipped. He tilted his head, gave Beatrix a pensive frown, and clambered up beside her.

"Oh, that's right!" Beatrix scratched the dog behind the ear with her hoof. Rupert leaned into the gesture affectionately. "You weren't around during my school days. Well, when I was a filly, my parents wanted me get a good education. While we weren't poor, per say, we weren't wealthy either. I could have gone to a regular trade school, but my parents wanted something better for me, so they scrounged up enough bits to send me to Celestia's School for Gifted Unicorns.

"I wasn't the best student, though," Beatrix continued after a sip of her tea. "I learn by _doing_ , not pouring over a stack of books day and night! My first few semesters were a struggle. Passing my courses was a challenge, let alone _excelling_ , but then there was Twilight… Born from minor nobility, well off, but not so rich she was unapproachable, and an outright _prodigy_. It was like the books just puked their words directly into her head! She even had the eye of Princess Celestia. Can you imagine... receiving direct instruction from the Princess herself?

"I was jealous of her for a while…" Beatrix sighed. "She was everything I wanted to be - smart, successful, connected, _important_. Twilight Sparkle is going to be in history books. Me? Maybe the top of the entertainment section if I'm lucky. It was her success that pushed me forward. After all, if she could be great and powerful, why not me? She was my ideal - my _idol_."

Rupert pawed at her hoof and whined. Beatrix smiled, lifted the dog in her magic, and deposited him by her legs.

"It is fitting that she would be the one to restore Luna," Beatrix mused. "She was always destined for greatness. I imagine Luna is already in Canterlot getting ready to resume her duties, so I doubt she would have time for a lowly stage performer like myself… However! If I can't show my appreciation for the Princess of the Night, maybe I can do so with her rescuer. I can show her exactly how far she inspired me to go…

"Get ready, Twilight _Sparkle_ ," Beatrix suddenly took on a nasally and haughty voice as she flipped her mane, "and be prepared to gaze in awe at the Great… and Powerful… _Trixie!_ "

* * *

Twilight trotted through the town square. She spun her head in every direction with the morning's incident completely forgotten. The buzz of friendly conversation filled the market with a welcoming atmosphere. Stallions and mares hawked their wares - everything from produce to small tools - and greeted each other with cheerful smiles and neighborly countenance.

She was stunned by the peculiarity of it all. Three ponies had wished her a good morning, replied only by a feeble mumble in return, before she realized she was standing in the middle of the road. Twilight stepped out of the escalating hoof traffic and took it all in with a deep breath. It was all so different from Canterlot. The city cultivated an illusion of privacy. Ponies trotted the streets, shoulder to shoulder, but never acknowledged - even _looked_ at - each other unless it profited themselves in some fashion.

 _But here…_ Twilight breathed in the country air, _It looks like ponies actually_ care _about each other._

Ponies meandered to and fro. They clearly had things to do, but they weren't overflowing with the manic _urgency_ that ponies in the city had throughout the day. A mare took her time conversing with one of the stall-keepers. Twilight saw a stallion suavely leaning against a hay bale and flirting with a mare. A herd of foals scampered by on some imagined quest.

 _I should see about enrolling Spike in the local school,_ Twilight pondered, _If I'm going to study the Magic of Friendship, then so should he._

The purple unicorn continued her leisurely stroll through the market and tried to move with the flow of traffic. Her hooves instinctively drifted into the same rhythm as the herd, and she let her gaze drift through the scenery. A peculiar building caught her eyes and Twilight did a double-take. It was a cheery building the color of lemons. Bright pink windows grinned happily at her from across the street while an open door, framed by what appeared to be giant candy canes, beckoned her inside. A wooden sign hung outside the door that depicted a large pink and purple cupcake. The roof was a chocolate brown and decorated with swirling snow-white designs. Twilight was getting a toothache just looking at the ensemble.

The building had snagged her by the curiosity and had no intention of being gentle. She was stepping onto the wooden stairs and pushing through the door before she knew what was happening, but for some Celestia-forsaken reason she couldn't find a reason to be bothered by it. The interior was framed by the same warm chocolate brown that reminded her of late-night hot cocoa on Hearth's Warming Eve. A dozen scents - cinnamon, coffee, peppermint, freshly baked bread and pastries - caused Twilight to swoon in content.

"Heya, Twilight!" a giddy voice shocked her out of her stupor.

"Gah!" Twilight reared back in fright as her vision was assaulted by a wall of pink with two pools of sapphire leading the charge. A phalanx of white emerged from the wall to meet her feeble defense. Her horn flashed and a shimmering purple barrier appeared between them.

Pinkie giggled as she smooshed her nose against Twilight's shield. Her snout folded like an accordion. She opened her mouth wide enough for Twilight to see her uvula before she exhaled. A layer of condensation grew over the shield's surface like a cancerous fungus. Finally, like a giant suction cup, Pinkie extracted her face with a _pop._ Twilight watched in mild fascination as the mare drew a smiley face in the fog left behind.

"Pinkie Pie!" Twilight repressed a scowl as she dismissed the shield, "What are you doing here?"

"I work here, silly!" Pinkie grinned. "I also live here, but not _here_ here. The Cakes and I live in the apartment upstairs. I mean, I couldn't live in a _bakery_. That would be crazy! Crazy _awesome_ , though! Could you imagine?! I can probably slide a couple tables together and tie a mattress to them, there's already a bathroom down here, _and_ I only have to do a hop, skip, and a _jump_ for midnight snacks! I should ask Mr. Cake about it later. Oooo, maybe I could throw a housewarming party? But then I would need more housy furniture in order to throw a house party. Otherwise it'll just be a _regular_ party. Those are great and all, but there's a theme for every occasion and every theme has _guidelines_ that need to be followed because really you wouldn't have a cutecenara for a baby shower 'cause that would raise all _sorts_ of weird questions because…"

"Pinkie!"

"Yeeeesss?" Pinkie blinked innocently.

Twilight closed her eyes, clenched her jaw, and dissected Pinkie's rant. She stepped into the quagmire of meaning, inhaled, and sifted through the information. _She's a baker. Lives with employers. Possibly in-house apprentice. Relatives? Not parents. Addressed by last name. Could be adopted? Most likely extended family._

She creased her brow and examined the rest of the dialogue. Twilight tilted it in several directions, peered at it from a dozen angles, and peeled it apart like an onion. As far as she could tell, there were no double-meanings, hidden nuances, or cleverly disguised requests. It was all just so _inane_.

 _Error: Deviation from script. Revert to default subjects and adapt._

Exhale.

"So…" Twilight tilted her ears forward. "How's your morning going, Pinkie?"

"Hmmmmmmmm…." Pinkie furrowed her brow, rubbed her chin, and bit her tongue, "Pretty good so far I think. It's been pretty normal considering we almost fell under a tyrannical regime led by a jealousy-fueled, power-crazed she-demon that could smite us all with just a thought and flick of her tail. Although, we _do_ live right next to the Everfree Forest. My Granny Pie told me all _sorts_ of stories about that place. Have you ever seen an Ursa? They're supposed to be giant space bears or something. Are they from space, or _made_ of space? Do you think they're hiding a giant spaceship in the forest? How can something be made of _space_ if space is literally _nothing_? If they're made of nothing, maybe they're just figments of our imaginations and if we wish _really_ hard they'll go away!"

"Actually…" Twilight perked up. "I read in an old journal once that Ursas and the other Star-beasts are what remains of the primordials. When Equis was formed, the leftover cosmic magic consolidated and formed several avatars with rudimentary intelligences. The most documented ones are the Ursas, Scorpios, and Lupi, but they haven't been seen by pony eyes in decades. There are vague rumors of other similar creatures, but it's mostly conjecture. Are you interested in astronomy?"

"Of course!" Pinkie grinned. "How else am I supposed to throw parties and make friends with all the ponies _out there_ if I don't know where they are?!"

Twilight blinked and stared. "O-okay…"

"So what bring you here, Twi?" Pinkie kept her eyes and ears focused on Twilight while she cleared off a vacant table.

"Well…" Twilight cleared her throat. "My things should be arriving from Canterlot by train in a while. I thought I would explore the town in the meantime. To be honest, I've never seen a building like this before."

"Pretty cool, huh?! You'd think living in a gingerbread house would make you constantly hungry, but that only really lasts until you find out that the walls aren't _actually_ made of gingerbread! I keep telling the Cakes that they can't false advertise like that, but noooo~ They have to follow all those boring _health codes_ and _building regulations_. Sounds like a bunch of boring-pants paperwork mumbo-jumbo to me. Oh well, he's the boss man! Say, if you want a tour, you should ask Applejack. She was born and raised in Ponyville, and her family even helped found the town! I would do it myself, but I'll be busy here for the morning and lunch shifts. Oh, that reminds me!"

Twilight blinked, but Pinkie had vanished in a pink blur. A cacophony of crashing kitchenware thundered from beyond the door on the opposite end of the room. She barely had time to process the mare's disappearance before Pinkie shot out of the door like a cannon ball.

Pinkie Pie's grin stretched from ear to ear. A small brown paper sack hung from her teeth. It was decorated with a variety of pictures that depicted sugary confections in bright and happy colors.

"Jhish ish fer you!" Pinkie held out the bag.

Twilight quirked an eyebrow but took the bag in her magic. "But… You didn't know I was coming… How?"

"Call it a hunch." she beamed.

"Well thank you, Pinkie. How much do I owe you?"

"What do you mean?" Pinkie tilted her head and scrunched her eyebrows.

"How much does this cost?" Twilight shook the bag for emphasis.

"Nothing, silly! I always have time to make special treats for my friends!"

"But… Won't you get in trouble?"

"Don't worry about it," Pinkie nodded firmly, "but if you are _really_ set on paying for it, then I guess I can charge you…"

"Oh, okay. So how mu-"

"One hug!" Pinkie leaped onto the purple unicorn and wrapped her hooves around her neck. Twilight's face was devoured by Pinkie's mane. She could feel herself being pulled in - _consumed_ \- by the mass of pink fluff. It was like drowning in cotton candy, but only slightly less sticky.

Then it was over. Twilight gasped, free from the aberration's clutches, and searched frantically for her assaulter.

"See ya later, Twilight!" Pinkie called out from the other side of the room as she bounced gracefully between the tables.

Twilight stood there a moment, panting, before slowing trotting out the door. She stumbled out of the building even more confused than before she entered.

* * *

Lord Deathweaver was not pleased.

He sat upon his throne in silence. His icy blue eyes smoldered like coals and his horn burned with restrained anger. The stone around the protrusion of earthen bone had grown grey and ashen from his necrotic power. Deathweaver knew that the longer he stayed here, the more the blight would spread, but that was not his concern at the moment.

"Tell me, Nightgaunt," Deathweaver spoke coldly, "What would you have done if even a single one of them had escaped?"

 _"But…"_ Nightgaunt's raspy voice resonated from the shadows, _"_ None _of them essscaped, my lord. I made sssure of it."_

" _If_ …" he snarled, " _If_ they had, Nightgaunt, then Celestia would be on our doorstep by morning. We cannot afford to show our hand so early. Preparations must be made and power consolidated. The villagers you slew will be expected to return, and their neighbors and families will ask questions if they do not. Fortunately, given your savagery, their deaths can be pinned on some monster from the forest."

The shadows cowered.

"However," Deathweaver sighed, "The memories of your new _converts_ have given me valuable information. From what I have gathered, there is an enclave deep within the forest. These people - these _deer_ \- have an intimate knowledge of the magic of this place. They will prove worthy assets to our cause. In addition, their leader, _King Aspen_ ,is apparently an acquaintance of Princess Celestia's. He will surely send word to her if he learns of our presence."

 _"What are your ordersss, my liege?"_

"Go forth and send scouts to watch the enclave. I wish to know if any of those deer step into the forest. Ensure your shadows know that they must remain _discreet_. They are to be spies, not assassins, and I will be _extremely crossed_ if I discover any of your siblings have compromised our activities. In the meantime, I will have the ghouls begin construction on a forge and armory."

Nightgaunt departed the throne room, leaving Deathweaver to his thoughts. He closed his eyes, rolled his shoulders back, and fell inward into his mindscape.

It was like a web woven from dozens of glowing blue threads. They spread out from him in every direction like ripples in a pond. He touched one thread and a barrage of sensations passed through his mind's eye. The scent of mildew, the sharp _clang_ of a pick against stone, and a flickering image of a dark tunnel… Deathweaver focused on another, and he felt a primal hunger surge through his body. He felt himself soaring through the underbrush like a fog.

 _Let us see what you have found for me…_

Deathweaver focused on the threads leading to his shadows. He squashed down their gurgling ferocity with a will of iron and peered into their minds. Hundreds of images, sounds, and smells drifted through the mindscape. The pale alicorn sifted through their memories with a fine comb.

One shadow prodded at a sleeping scaled behemoth deep beneath the marsh. It stirred in the muck, disturbed by the draft generated by the curious spirit, but returned to its hibernation. Another investigated a gargantuan cave filled with thunder and starlight. A hut, carved from the corpse of an ancient tree, lurked in the shadows of the forest.

 _There are many fascinating creatures here… Many could prove useful - either as thralls or for alchemical study - and it looks like I have a witch doctor as a neighbor. Perhaps I should send a gift basket… They may make a useful thrall if not an ally._

Deathweaver released the shadows and turned to the ghouls toiling in the castle grounds. They scurried through the hallways, cleared debris, and were in the process of reinforcing walls and ceilings that were on the verge of collapsing. The diamond dogs were excellent engineers - quite brilliant in their own ways. He could see the accumulated knowledge of centuries of mining, forging, and excavation. However, something in the mindscape made Deathweaver scowl.

 _It was then that the duo stepped into a large chamber. Numerous dogs filled the room. Some lined the walls, armed with spear and shield. Others huddled together in bundles, passing around clay bowls of mush. Many dogs were without bowls, Grog bitterly noticed._

 _"When is the next shipment from Dimondia due?" Grog asked._

 _"Three days. We should hold out on food until then. Medicine, though?" Rover snarled. "Those pompous poodles that eat the scraps from King Fenrir's plate can't be bothered to care enough about us miners to send us adequate supplies. Let's see them feast and drink away their wealth when their mines are filled with_ corpses _."_

 _"There must be something we can do…"_

 _"If…" Rover began. "If the King won't help us, then we may have to take what we need from the ponies."_

Deathweaver curled his lips and snarled. It was all the same. Greed, pride, and elitism. The living could never be trusted to take care of one another. The strong always grew fat off the toils of the weak as they suffered in the filth like swine. Pestilence, hunger, and injustice were all they had to look forward to every sunrise.

Just another few souls that slipped through the _ever watchful_ gaze of the Unconquered Sun.

Perhaps, then, Deathweaver would have a word with this _King Fenrir_.

Perhaps, then, Deathweaver would save these pathetical mongrels from their wretched life.

 _As soon as I am finished securing the foundation of my power, I will come for you. You shall be liberated from hunger, disease, weakness, and tyranny. You shall have_ vengeance _, and shall know the comforting embrace of_ Death.


	7. Chapter 6: Of Labs and Farms

Lord Deathweaver prowled through Castle Circadia's halls. Necrotized diamond dogs labored tirelessly around him as they cleared rubble and reinforced the ancient stonework. They did not eat, drink, or sleep; they had no use for such things. Instead, they worked all hours of every day with the diligence and efficiency of a well-oiled machine. Hammers chiseled and dust filled the air. Deathweaver drifted by the construction like a phantom.

He stepped into the library. Decrepit bookshelves rotted around him, and the miasma of mildew and mold filled the air with a musty stench, but Deathweaver ignored it. The pale alicorn read the names of several tomes. Many were illegible and ruined by the passage of time. He snorted in contempt at the lack of care given to such priceless knowledge.

"Truly a travesty." A voice sighed next to him.

A unicorn stallion stood on Deathweaver's left. Dust drifted through his ethereal body while light from a window pierced his transparent flesh. Threadbare and wispy garments, once dashing and sophisticated, clung to the specter like an echo on a memory. Deathweaver eyed him, brow raised in curiosity.

The ghost blinked and looked at Deathweaver through his monocle. "Oh, pardon me, Milord. Smooth Operator, at your service! I am the former Chief of Staff at Castle Circadia. My family and I served the Royal Sisters for three centuries before, _ahem_ , their spat and the proceeding evacuation of the grounds."

"I see…" Deathweaver nodded. "Why is it that you remain here, Mister Operator? Why did you not follow your mistress when she abandoned this place?"

"Well…" Smooth Operator kicked the floor. "I'm afraid I was preoccupied at the time. If I remember correctly, I was assisting with the evacuation when part of the ceiling collapsed. I believe some of your compatriots just uncovered my bones a few minutes ago…"

"An unfortunate end. Is there anything, in particular, you desire for your remains?"

"I believe I may be able to find where my family's burial grounds are if you can spare some of your workers."

"It will be done."

"Splendid!" Operator grinned. "Glad that will be taken care of. It's quite the horrid sensation to keep walking past the spot where one expires and knowing your body is still there somewhere. Now, is there anything I can assist you with, My Lord?"

"Perhaps. I am searching for any tomes and scrolls that are still intact. I would like to restore them if possible, and renovate this area of the castle into something more useful."

"Ah, yes. It truly is a shame. Really. There _were_ preservation spells on each of these shelves, but not even the best wards can last a thousand years without maintenance. I'm afraid there isn't much left."

"Disgraceful," Deathweaver grumbled. "So much knowledge, so many memories, wasted. She simply left and never returned? Truly? Not even to collect the priceless artifacts that litter the halls or pay respects to the dead?"

"I…" Operator frowned. "I believe she had a lot on her mind at the moment. I can only speculate and piece together second-hand information, but I believe she simply could not bring herself to return to such a pitiful place. Too many painful memories, you see."

"Her weakness and neglect will be the downfall of her kingdom." Deathweaver snorted as several dozen tomes floated from the shelves and glided past him. He appraised them with a critical eye and divided them between the salvageable ones and those that crumbled to dust.

"It was not my place to question Her Majesty." Operator shrugged.

Deathweaver stopped and turned to the stallion. "And _now_ you are free. You are free from both Celestia's yoke, and from the chains of life. Your destiny is your own now, Smooth Operator. Once your bones are laid to rest, you will be free to ascend to whatever awaits you. Likewise, you are also free to remain here. The choice is yours."

Smooth Operator frowned as he wrinkled his brow. He looked at Deathweaver and smiled. "My family has served this estate for centuries. It simply would not do to abandon it now that there's life in these halls. Well… You know what I mean."

"I admire your sense of duty, Mister Operator." Deathweaver nodded. "I would be glad to have you serve under my banner. You are free to retake your post as Chief of Staff. Please see to my brothers and sisters. Ensure this place fits my designs."

A shiver passed through Smooth Operator as his body glowed with an eldritch aura. Powerful magic coursed through him, and he was suddenly aware of every ghoul, shadow, and ghost in the castle. The specter panted and shook himself vigorously.

"I say…" he cleared his ethereal throat. "That was _quite_ the sensation. Not to worry, My Lord. I'll have this castle running like a well-oiled kettle before you know it!"

Smooth Operator faded away and left Deathweaver to his work of emptying each shelf of books and scrolls. They floated in an orderly line past his eyes and into neat stacks. Those that were rotten or illegible were tossed haphazardly into a pile to be burned later.

The hours ticked by until half of the library's contents had been marked for incineration. Deathweaver sighed in disappointment and inventoried everything he had salvaged. Most were either books of law, magic, or archaic science. Little would be of use to him aside from the tomes on herbalism and biology, but he would make do.

 _Now for the real work._

Deathweaver flicked his horn and several empty shelves _shattered_ into splinters. He reached out to several ghouls that arrived bearing logs and burlap sacks full of sand and nails as he swept away the rotten crumbs of wood. Strong but unintelligent, the ghouls dropped their cargo with jingling, clattering thuds, bowed to Deathweaver, and retreated from the room.

Deathweaver waved his horn and the building materials flew through the air. The air shimmered and whirred as telekinetic blades sliced through the logs. Dozens of nails sprung from one of the sacks and swarmed the wooden planks that took shape. A river of sand spilled out from the others and coiled into a large sphere in the center of the room like a snake.

 _Now… How did that song go, again?_

Long wooden tables and fresh shelves materialized amidst the tempest of planks and nails. Deathweaver levitated them through the room after they were built. Meanwhile, an angry red glow awoke within the sphere of sand. It pulsated like an irritated eye that glared at Deathweaver with smoldering revilement. He felt the bristling heat press against his flesh, but he met the sand's glare with his own icy indifference.

Deathweaver squared his shoulders and faced the ball of sand that churned in the center of the library. Blistering heat lashed against the floor and turned the stone ashy white. A strong gust buffeted his back as the furnace sated its hunger. He watched the sand intently as he spun the sphere on its axis. Deathweaver pushed, pulled, and kneaded it like bread as the wind grew into a gale and the fire turned from red to blue and to white.

 _There…_

Deathweaver heaved and a tube of glowing red glass emerged from the furnace. Another followed it - and another - until a long line of beakers, mixers, and test tubes floated past him and hovered in a circle. His brow furrowed as he solidified an insulation enchantment around the glassware. A levitation enchantment followed it before he set them into a slow revolution above a table.

A ripple in the mindscape stole Deathweaver's attention. He froze and looked inward to trace the disturbance. There, a void. Deathweaver examined the frayed thread where a mind and soul had been torn from his network, and he plucked at the most recent memory.

 _A diamond dog carefully descended the cliff face. One paw stretched in front of the other. It did not want to damage its shell, for it knew that it was far more valuable as a laborer and a soldier than a scout and assassin. The diamond dog finally reached the bottom of the ravine._

 _The ravine was several meters across - too far to jump. The ghoul looked up through the mist and recognized the outline of the rope bridge. In front of it was the far wall and a flight of… stairs?_

 _The ghoul grumbled._

 _A glimmer caught the ghoul's eye. It turned toward the mouth of a cave from which warm light radiated. Prismatic lights danced across the ghoul's face, and it grinned. The Master would appreciate gems. Gems are good for many things._

 _The ghoul lumbered into the cave's mouth._

 _Pain. Fire. Burning._

 _Cold._

Deathweaver blinked, grimaced, and ordered a quarantine of the ravine before he trotted out of the library. He stood in the ravine below Castle Circadia after few minutes of navigating the castle's halls. The cave opened before him like the maw of a lion awaiting its next meal.

He rolled his shoulders back and marched into the cave.

Deathweaver found the ashes of the ghoul a few paces in, and his skin crawled with the ambient magic in the air. It felt like mosquitoes or flies caressing his skin. He stood in a kaleidoscope filled with greens, blues, reds, yellows, and every color he imagined that danced along the walls, ceiling, and floor. The light was warm like a summer afternoon, yet cool like a spring brook, as it seeped into his body and churned the bile in his stomach.

Deathweaver allowed his disgust to simmer and froth as he ground his teeth and growled deep in his throat. The fire engulfing his horn burned with new vigor as his blood boiled. His hooves _slammed_ into the ground with every step, cracking the earth, and cast waves of necrotic energy over the floor. Shadows twisted and writhed as the two magical auras fought against each other. Blackened and blighted scars were left in Deathweaver's hoof-steps, and the dancing lights healed them in his wake.

The pale alicorn stepped into a massive open chamber. He squinted at the inferno of harmonic magic that filled the room. Chimes filled the air, like music, even as his flesh burned in the cursed light. Deathweaver embraced the scorching agony that riddled his skin with pus-filled blisters and used it to focus his mind.

A crystalline tree stood before him. Its canopy stretched to the roof of the cave while its roots sprawled across the floor. The bark sparkled like polished glass and the flesh beneath burned with divine fire. Leaves, like razor sharp gems, hung from its prismatic branches. Edifices of the sun, moon, and stars ordained its trunk. Deathweaver, feeling his eyes boil, was forced to look away. He saw numerous black brambles protruding from the walls on the ground. They smoked and burned but did not recede.

 _You do not belong here, Outsider._

The Voice shattered through his wards like a tsunami of boiling water. It reached down through his burning flesh, peeled him apart, and spoke into his soul. Tens of thousands of tortured souls recoiled from the Tree's presence, and Deathweaver voiced their pain with a blood-curdling howl of fury. He spread his legs, dug his heels, and stood his ground against the Tree's onslaught.

 _You, and He who has sent you, both shall fail._

The wave of harmonic magic slammed into Deathweaver again, but he held firm. He rose to his full height and met the Tree with his determined gaze.

"I do not fear you, abomination," Deathweaver snarled through cracked and bloodied lips. "Neither do I fear Death. No, I have _embraced_ it - _conquered_ it. If you mean to strike me down - here and now - do so, but I _will_ return. I will crawl out of whatever abyss you throw me. I will tear apart whatever armies of demons and angels you set against me. I will rise again, a _hundred_ times stronger than before, and I will trample those who stand against us - the forgotten dead."

 _I know who you are,_ _ **lich.**_ _Your place in the Weave has already been revealed to me. It will not be by my hand that you will fall. That is not my destiny._

"So…" Deathweaver sneered. "I will need to conquer Fate as well, it seems. Send your pawns to me, abomination. We will see who triumphs."

Deathweaver spun on his hooves and stormed out of the cave. His legs quivered, but his stance was steady. The necromancer's flesh was burned, blistered, and bloodied, but he stood strong in the pain. Once outside, Deathweaver reeled to face the cavern. He roared with a voice like thunder that shook the earth.

Tremors seized the ravine and the earth growled as the wall cracked and sundered. Dust, rocks, and boulders tumbled from the cliff face as if carved away by a giant invisible hand. The cavern entrance sagged as if flinching from the destruction, before being buried by the landslide.

* * *

Twilight trotted down the dirt path to Sweet Apples Acres with each step kicking up a small cloud of dirt into the air. Her tail swished merrily as an open brown paper sack levitated beside her. Half of a chocolate chip cookie bobbed in front of her face - the rest of it sprinkled across her muzzle or being chewed in her mouth. Twilight hummed appreciatively as she bit through the crunchy exterior of the cookie and into the warm and soft sweetness within. The chocolate was still warm, but not scalding, as it dribbled down her chin. She quickly wiped it away with a flick of her magic.

She popped the other half into her mouth after swallowing the last bite. Twilight eyed the rest of the bag and pouted. Her ears splayed back in indecision. Finally, she folded the bag closed and stuck it in her saddlebags.

 _I'm sure Spike would like some… Better save some for him._

An open gate greeted Twilight at the entrance to the farm. It stood several body lengths away, a grand archway hanging above it with the big, printed letters of _Sweet Apple Acres_ painted across the sign. A mailbox stood proudly beside the gate. Brown wooden fencing stretched out from the gate and continued past the hills. Rows upon rows of trees stood in rigid formation beyond the fence like a stalwart phalanx of soldiers guarding the border to their realm.

Twilight took a moment to admire the craftsmareship of the fence and gate before she trotted through. She was flanked by two walls of trees that stretched high above her head. The unicorn peered through the trunks, but the orchard extended far beyond her sight. Large and juicy fruit hung from several trees ripe for the picking. For a moment, Twilight was tempted to sample one, but one nervous glance down the road quelled her curiosity.

The sweet scent of apples saturated the air, but there was something else - something she couldn't identify - that made her nose wrinkle. Twilight had remembered smelling it two days ago, when she had first stepped onto the farm, but she never had the chance to ask about it with her muzzle stuffed with pastries.

A loud _crack_ interrupted her musings and she froze. Her ears swiveled as she scanned the tree line. Twilight's heart slammed against her chest like a hammer.

 _Crack._

There it was again! Twilight cautiously tip-hoofed further into the orchard. It wasn't long before she lost sight of the path, but the persistent noise reeled her in. She was sure she could find her way back. The rows were in straight lines, so she would be able to simply pick a row and follow it… right?

The sound grew louder, and it was accompanied by… singing? She couldn't make out the words, but it was definitely somepony singing a tune. Twilight crept closer until a flash of gold poked out from between the rows.

Applejack stood in front of the trees. Her burnt orange coat glistened with a glossy sheen while her mane was tied up in a bun underneath her Stetson. Several empty baskets were placed around the tree in front of her. Twilight glanced around and saw a wagon stacked with baskets full of apples.

Twilight smiled warmly and stepped out from behind the tree. Applejack spun around, coiled her back legs, and-

"Hey, Applejack!" Twilight called out.

"Gyahh!" Applejack snapped out her rear legs at the tree, but completely missed the trunk and sprawled onto the ground with an _oomph_.

"Oh my gosh!" Twilight galloped to the dazed earth pony. "I am _so_ sorry, Applejack! Are you alright? I didn't mean to startle you. I just walking along the road - your gate was open, I swear! - and I was coming to visit when I heard this weird sound. I didn't know what it was, so I went to go look. Then I found you and I said hi and nowyou'vefallenandprobablymadatmeandI'msorrypleaseforgivemeI-"

"Jumpin' June bugs, Twilight!" Applejack rose to her hooves and shook her head. "Settle down there, Sugarcube. Ya just startled me is all. Ah didn't think anypony else was out here. Whatcha doin' all the way out here, anyhow? Not that it ain't good to see you, or anythang. Ah jus' wasn't expectin' ya."

Twilight barely heard her through her hyperventilations. Her body seized, stiff as a board, and her eyes were glued shut hard enough for a bizarre kaleidoscope to spring up behind her eyelids. Why wasn't Applejack yelling at her? She had callously interrupted her work with her inane chatter, and now she was going to fall behind on her quota. If she couldn't get enough apples, they couldn't make enough money, and if they couldn't make enough money… then they couldn't buy the supplies they needed to grow _more_ apples. Thanks to Twilight, the Apple family would be sent on a downward spiral of destruction that would leave them broken and penniless and it would be _ALL HER FAULT!_

"Twilight!"

Twilight peeked through her hooves. Applejack stood in front of her with her hooves clamped on Twilight's shoulders painfully. It made her squirm. Her big green eyes, like bright emeralds, were wide with worry for the panicked unicorn.

"Twilight." Applejack spoke softly, yet firmly. "Come back now, ya hear? There we go… It's alright… You didn't do nothin' wrong. Everything. Is. _Fine_. Just _breath_ e. That's it. In… and out… In… and out…"

Twilight listened to Applejack's voice. It was strong, yet gentle, and reminded her of her mother's soothing tone whenever she would have her panic attacks. After several minutes, Twilight's breathing became steady and strong. She looked up at Applejack through tear-rimmed eyes and saw a warm and supportive smile.

"There… All better?"

"I-I…" Twilight stammered. " _I'm sorry…_ "

"It's alright, Sugarcube. You did _nothin'_ wrong."

"But… I interrupted you! You were working… and I'm keeping you from your chores."

"They ain't going nowhere." Applejack smiled. "Ah was just about to take this load over to the barn, anyhow. Ya wanna join me?"

"O-okay…" Twilight nodded.

"Alright. Let me just get this last tree."

Twilight watched as Applejack walked back to the tree. The earth pony squinted at the bark with an appraising eye. Twilight leaned over to follow her example, but all she saw was the rough grooves of the tree's thick hide. She knew that Applejack was looking for something, but she could not fathom what. Perhaps damage to the tree? Maybe there were parasites under the bark. Twilight opened her mouth to ask when Applejack nodded stiffly.

"Eeyup. Here it is. Back up, Sugarcube. Ah don't wanna accidentally kick ya."

Twilight backpedaled several paces as Applejack jumped in a half circle, landed on her front hooves, coiled her back legs, and _bucked_ the tree with a sharp _crack_ that sent shivers down Twilight's spine. Scores of apples fell from the tree's bows and landed in the baskets surrounding the trunk.

Twilight's jaw unhinged as dozens of mathematical formulas spun through her brain. How was it possible? Dozens of lines and graphs filled Twilight's inner eye as she visualized the force projected by Applejack's kick, approximate resistance of the tree, and the trajectory of the apples as they fell perfectly into the waiting baskets.

"How…? What…?" Twilight blinked.

"Hmm?" Applejack tilted her head. "Oh! Ah don't suppose you've ever seen applebucking the old fashion way, have ya? City gal and all that. Well why don'cha help me put these here baskets onto the cart and Ah'll tell ya about it on the way to the barn?"

Twilight nodded excitedly as she levitated half of the baskets into the empty spots of the cart. Applejack blinked at the display but resolved to double her pace for the other half. A moment later the cart was full and Applejack pulled the harness tight over her barrel.

"Well, Sugarcube," Applejack said as she started pulling. Her shoulders sagged under the weight, but her voice and stride were strong. "What do ya know about earth pony magic?"

"Well…" Twilight hummed. "Each tribe of ponykind has their own signature brand of magic. In contrast to a unicorn's magic, which is considered _active_ , an earth pony's magic is considered to be _passive_. Studies have shown that an earth pony's magic is intrinsically tied to their strength and constitution. It becomes stronger as they work and is rejuvenated in the same manner as the physical body. In addition to providing the earth pony with extended endurance and strength, it can also interact with the ground and cultivated plant life."

"Sounds about right... Ah think." Applejack blinked. "Us Apples have been cultivating this land for generations - ever since Ponyville was founded, actually. Our magic… Darn, our very _soul_ has bled into this orchard along with our sweat, blood, and tears. We have an understandin' with it, of sorts. As long as we take care of it, it'll be fruitful. With the trees… Ah guess you can say it's a bit of a game of sorts. We have to work for their fruit, ya see. Ah have to find just the right spot and then buck it _just_ right. _But_ , it ain't just these rock-hard calves goin' hoof to root with them there trees. We gotta put our _heart_ into it. Our magic pushes against the tree's own little bit 'o magic, and if Ah win the shovin' contest… It gives up its fruit."

"That's absolutely fascinating!" Twilight gushed. "So you can actually enter into thaumo-empathic communication with the trees?! I've read about it, but it's mostly just been theories!"

"Well, shucks." Applejack rolled her neck and grinned. "Ah wouldn't say we thamo… empy… whatever it is… but for an earth pony farmer, every plant they cultivate carries a little piece of themselves. Ah suppose that little piece gives 'em that little spark of life, y'know? It don't work very well on wild trees, like in the Everfree, or if you bring a new earth pony into the mix. That's why us Apples prefer to work our fields by ourselves. It takes time to introduce a new pony to the orchard… Time we often don't have."

"But…" Twilight frowned. "Industrialization in agriculture has been a standard for _decades_!"

"Yeah, Ah've read about their so-called 'advanced farming techniques.'" Applejack snorted. "Sure, them industrial farms are able to produce a lot more and hire a bunch more workers, but what they don't tell you is all the little things they do to _improve_ the crop. Since you don't have the same group of ponies workin' the fields year after year - decade after decade - the magic becomes… wishy washy… y'know? The heart and soul going into it is just watered down, and it shows in the taste of the fruit and the health of the tree. So then they bring in some unicorns to cast a bunch of hocus pocus on the trees to get rid of disease and bugs, then again after they pick it to make it taste better."

"But… studies have shown that spell-enhanced crops aren't any different, nutritionally, from traditionally grown ones."

"Yeah…" Applejack rolled her eyes. "Studies done by _unicorns_ and earth ponies _paid_ by unicorns. No offense to your kin, Twi, but y'all just don't know farmin' like we do. Unicorn magic, having too many ponies get in on the growin'... it taints the fruit, y'know? Sure, those spells might do wonders for mass producing food in the short term, but what about a hundred years down the road? What's all that leftover magic you've been scarfing down your whole life gonna do to you when you're a wrinkled old mare? What about your _foals_? I can't imagine all those spells slinging around, designed to kill whatever's trying to kill the fruit, would be good for anypony to eat for years on end."

Twilight frowned and walked in silence. She remembered her courses in Canterlot, how every unicorn scientist had raved about the new farming technologies that would feed a hundred times more ponies than before. Sure, there were a few old professors that hummed and hawed over it, but they were standing against innovation… against progress… against _science!_

…Weren't they?

Applejack and Twilight emerged from the trees. A two storied farm house stood a few dozen meters away with white fencing crisscrossing the clearing between her and the house. Chickens scurried along the trodden grass beside the road where they scavenged for seeds, insects, and whatever else they could find. Enormous swine, nearly as large as Twilight, lazed in the muck of one of the pens. Goats and sheep gnawed on fresh hay bales.

Twilight looked past the farmhouse where a tall barn stood against the verdant backdrop of the orchard.

She smiled at the idyllic scene, closed her eyes, breathed in the country air…

… and nearly vomited.

She lowered her head as tears swelled in her eyes. _By Celestia, my nose! It burns!_ Twilight coughed and hacked into the ground while AJ stopped and patted her back with a hoof. Applejack's smile twisted into a bemused frown.

"Ya alright there, Sugarcube?"

"Uhhh…. Oh, Celestia…" Twilight sniffled. "What _is_ that stench?!"

"That, little Miss Canterlot," Applejack guffawed, "is the smell of a well-maintained farm. _Manure_ , to be specific. Something tells me that you probably can't find _this_ perfume in the city."

"Oh, Maker, _no_." Twilight raised her head. Her eyes still watered while her nose scrunched up like a raisin. "The nobles would riot if this smell was anywhere _near_ their manors. The only place where you would ever smell waste would be in the lower city - even then only if a sewage line was busted. So you just… leave it _lying around?_ "

"Eeyup." Applejack nodded. "That's what the pigs are for. We feed 'em the scraps from our kitchen and the apples we can't do anything with and we use the manure for the garden and our Zap Apple trees. Don't worry none, though. We always wash our produce before taking it to market. As for the smell? Well, Ah've grown up with it… So Ah don't really make much of it no more. Ah'm sure ya will too after a few months in Ponyville."

"Oh, that reminds me…" Twilight shook her head as AJ pulled the cart towards the barn. "I spoke with Pinkie Pie this morning. She mentioned that your family helped build Ponyville?"

"Eeyup. We sure did! It was a group effort, though. Ya see, my great-grandpappy was the one who found the Zap Apples. He was good friends with Mr. Rich's grandpappy, and they went into business together. We Apples would do the farmin', and the Riches would do the sellin'. Ponyville eventually popped up after us."

"That's fascinating…" Twilight nodded as she helped open the barn doors. "So you're close with the Riches?"

"Sure are! Our families have been thick as thieves for generations. We've grown prosperous in the good times and supported each other in the bad times. They're practically family."

"It's… really amazing that you have those kinds of connections. Up in Canterlot, it's survival of the fittest. You only have friends as long as somepony else can get bits or influence from working with you. Then, once you start taking on water and they smell blood? They swarm you like sharks."

"Despicable." Applejack snorted. "Ponies aren't meant to live like that. It just ain't _natural_. So why did you ask, anyhow?"

"Well… I have some time until the train from Canterlot comes with some of my things." Twilight pawed the ground sheepishly. "I was hoping, well, since you know this place so well… you could give me a tour?"

Applejack grinned. "Well, shucks, Twi! I'd love to show you around. Let's get this load into the cellar first and tell my granny where we'll be and then we'll head out."

The two of them formed an efficient system. Twilight, with her telekinesis, floated the baskets through the barn's door, down the cellar stairs, and into the storage area. They drifted along in a single file line, bathed in purple magic, to where Applejack nudged them into place. Applejack locked the door to the cellar after a few minutes before she trotted up to the farmhouse.

"Hey, Granny!" Applejack poked her head through the door and shouted. "Ah gotta head into town for a little while, but Ah'll be back for lunch!"

Twilight heard a muffled reply respond from somewhere beyond the door before Applejack shut it. She smiled at Twilight.

"Well, we better be off! Ah got lots to show ya before your train gets here."

"Good thing I brought my saddlebags so I could take plenty of no- _wooaaaooooh!_ "

Twilight's hooves went numb as the ground quivered beneath them. It built into a crescendo that gave a violent jolt and rattled her knees.

"Land sakes!" Applejack straightened from her widened stance. "What under Celestia's sun was _that_?!"

"I… I don't know! There aren't any fault lines near here, last time I checked. Have there ever been any tremors around Ponyville?"

"Only near Ghastly Gorge, when the quarry eels are out and about. Maybe they, Ah dunno, dislodged somethin' underground?"

"It's… possible… Come on, we should go see if everypony in town is alright!"

"Good idea!" Applejack nodded as they jogged down the road.

* * *

Willow stepped out of Thicket and into the morning fog. His step was lighter than the dragonfly that hummed over a nearby flower and his stride was as swift as a spring brook. The young buck pranced through the underbrush until the village was swallowed by the fog in his wake. He swiveled his ears and listened to the early choir of birdsong.

The fog clung to his coat like oily fingers. Willow tried to peer through the mist, but it was thick, heavy, and drenched in shadows. His fur bristled and he quickened his pace. There was something unnatural in this forest - something _tainted_. He knew that dark things dwelled in the deeper recesses of the trees. Spirits and predatory aberrations often preyed on the unwary and weak, but the ancient magic of his folk was reliable in keeping the horrors at bay. They had also learned long ago to stay away from the forest's edge for fear of incurring the wrath of the Unconquered Sun.

 _But this…_ His ears flattened as the wind whispered taunts and threats to him, _This is something else. This doesn't know fear… Only hate… and_ hunger.

A black maw snapped at his throat as Willow exploded through the trees. He galloped hard as angry, blood-red eyes sneered at him from the shadows. Claws splintered a tree on his left. He jumped right. The fog swirled and chains rattled.

A howl pierced the air and his heart.

Wolves made of nightmares and rage swarmed him like wasps. Sweat drenched his body. He still felt them on his haunches. Willow snapped out his hoof like a viper but was rewarded by a long gash across his leg. It was like slipping into a frozen lake in the dead of winter. His stride staggered, but a ravenous bark urged him onward. He fought through the pain and ignored the numbness in his leg. Left, right, over the log, another left. Maybe he could outmaneuver them.

Willow ran. He pushed his legs with every ounce of strength he possessed. His heart threatened to burst from his chest. Still, he ran. Only death awaited him if he dared rest. Sweat, tears, and dirt clouded his vision, so he listened for the rustling of the leaves. The buck opened his heart to the forest and it guided him.

There! Was that light ahead? Yes. Willow had reached the edge of the forest. A cottage beckoned him with a single lantern. It promised salvation.

 _Snap!_

Willow crashed into the ground. He tumbled, spun, and smashed his face into the dirt. White-hot pain blinded him as his muzzle caved in with a sickening _crunch_. Bile rose in his throat as he heaved the contents of his stomach onto the blood pooling under him. The buck screamed, but the trees only heard a whimpered gasp as mucus, vomit, and blood strangled his throat.

He turned to face his pursuers. Beneath the sea of shadows and burning red eyes, he saw the crumpled remains of his leg. Sharp, white bone stabbed into the air above his fetlock. Blood gushed from the wound he could not feel. Only the cold dread of death filled his eyes.

"No… No…" Willow whimpered. "Please…"

The wolves descended on Willow. Claws raked his body like icy-hot knives that set his flesh aflame. Jagged teeth ripped into his stomach. A jaw clamped onto his neck, crushed his windpipe, and stole his scream. Agony engulfed his body as he was ripped apart and his entrails spilled onto the forest floor. The last thing Willow saw was the distant glow of the cottage before it was replaced by teeth and hot blood.


End file.
